Yamei Company sued Xinghua Company for infringing the right to use the trademark by transferring the contract within the period of use of the trademark it was licensed to use. Case Facts Plaintiff: Tianjin Yamei Health Products and Beverages Co., Ltd. Defendant: Tianjin Xinghua Beverage and Food Co., Ltd. Defendant: Harbin Xinhua Beverage Factory. The Youth Soda Factory run by the Xinhua Economic Commission (hereinafter referred to as the Xinhua Economic Commission) in Daoli District, Harbin applied to the State Trademark Office to register the "Antarctic" trademark in June 1980 for use in its soda and other beverage products, and was approved in July of the same year. register. In April 1987, Youth Soda Factory changed its name to Harbin Xinhua Beverage Factory (hereinafter referred to as Xinhua Beverage Factory). After that, its "Antarctic" trademark registration certificate was lost. In 1992, it applied to the National Trademark Office for a supplementary certificate of the "Antarctic" registered trademark. , renewal and name change procedures for trademark registrants. In October 1994, the State Trademark Office approved the name change procedures, certificate replenishment and renewal procedures for the "Antarctic" trademark registrant of Xinhua Beverage Factory. On September 1, 1992, the Xinhua Economic Commission contracted the Xinhua Beverage Factory to Li Bingjun, a non-party outside the case. The two parties agreed in the contract that the contractor Li Bingjun only had the right to use the assets of Xinhua Beverage Factory and was not allowed to sublease or transfer them in other forms. The contracting fee was 33,000 yuan per year. The contracting period was from September 1, 1992 to December 1994. March 31st. At the same time, the two parties also signed a supplementary agreement, stipulating that if Li Bingjun does sign economic cooperation projects, contracts, joint ventures, etc. due to business needs, he must apply for the consent of the contractor before implementation. On April 19, 1994, the contractor Xinhua Economic Commission appointed Li Bingjun as the legal representative of Xinhua Beverage Factory. On April 27 of the same year, Li Bingjun signed a joint venture agreement with Tianjin Yamei Health Products Beverage Co., Ltd. (hereinafter referred to as Yamei Company) in the name of Xinhua Beverage Factory without reporting it to the contractor, Xinhua Economic Commission, allowing Yamei Company to The "Antarctic" registered trademark was used at the end of 1996; Yamei Company should pay Xinhua Beverage Factory a rebate of 10,000 yuan in 1994, and the rebate will be increased by 30 yuan every year thereafter. Li Bingjun received 10,000 yuan in rebates from Yamei Company in 1994 in the name of joint venture rebates, and issued receipts in this name. After the Xinhua Beverage Factory's "Antarctic" registered trademark change of registrant, certificate replacement, and renewal procedures were approved, Li Guofu, deputy director of the Xinhua Economic Commission, authorized by the Xinhua Economic Commission, entered into an agreement with Tianjin Xinghua Beverage on October 20, 1994 in the name of Food Co., Ltd. (hereinafter referred to as Xinghua Company) signed an agreement to transfer the "Antarctic" registered trademark. Xinhua Beverage Factory transferred its "Antarctic" registered trademark to Xinghua Company. Immediately, Xinhua Beverage Factory went through the trademark transfer procedures with the State Trademark Office. On November 3 of the same year, the State Trademark Office approved the registration of the "Antarctic" trademark as belonging to Xinghua Company, which was valid from March 1, 1993 to February 29, 2003. On November 4, 1994, Li Bingjun proposed to the Xinhua Economic Commission to terminate the contract early due to operating capacity issues. The Xinhua Economic Commission agreed, and the two parties signed a handover contract and completed the handover procedures. On the 6th of the same month, the Xinhua Economic Commission removed Li Bingjun from the position of legal representative of Xinhua Beverage Factory and appointed its deputy director Li Guofu as the legal representative of Xinhua Beverage Factory. On the 9th of the same month, the Xinhua Economic Commission, based on the fact that Li Bingjun signed a joint venture agreement with Yamei Company in the name of Xinhua Beverage Factory during the handover, sued the people of Daoli District, Harbin City on the grounds that Li Bingjun violated the contract and infringed upon his legitimate rights and interests. The court sued and requested that the joint venture agreement signed by Li Bingjun with Yamei Company in the name of Xinhua Beverage Factory be confirmed to be invalid, and that Li Bingjun should return the 10,000 yuan rebate collected to the Xinhua Economic Commission. On March 7, 1995, the court made a judgment confirming that the contract signed by Li Bingjun and the Xinhua Economic Commission was valid. Li Bingjun violated the contract and authorized others to use the "Antarctic" registered trademark without authorization. Li Bingjun should pay the 10,000 yuan collected Reimbursed to Xinhua Economic Commission. After the judgment came into effect, Li Bingjun paid the amount to the Xinhua Economic Commission. In April 1995, Xinghua Company discovered that Yamei Company was also using the "Antarctic" registered trademark, so it complained to the industrial and commercial administration department where Yamei Company was located on the grounds that it had bought out the trademark, requesting Yamei Company to stop using it. "Antarctic" is a registered trademark.

But under this kind of ordinary license, can the trademark registrant transfer his registered trademark to others within the license period? It is generally believed that in order to ensure the effectiveness of the license contract, the trademark registrant is not allowed to transfer the trademark without the consent of the licensee. If a registered trademark is transferred to others without authorization, otherwise, the interests of the licensee will be harmed; if the trademark registrant wants to transfer its registered trademark, it should first negotiate with the licensee to terminate the license contract, and then transfer it. If the licensee needs If you continue to use the registered trademark, you should sign a separate registered trademark license contract with the transferee after the transfer procedures are completed. This is the basis for the licensee Yamei Company in this case to claim that the transfer of the same trademark by Xinghua Company was invalid during the period of use of its licensed trademark, which seems reasonable. However, on the one hand, the above view is not supported by clear provisions of the law. On the other hand, it should be based on exclusivity, that is, the exclusive license is exclusive to the licensee, and its nature should include transfer behavior. General licenses The lack of exclusivity does not prevent the trademark registrant from sublicensing or transferring. At the same time, under the circumstances of this case, Xinghua Company, as the transferee, was unable to check from the Trademark Office’s registration that the transferred trademark had been licensed by the transferor to others, so it immediately had the effect of the original license to use the trademark contract being terminated for the transferred trademark. There is no liability for legal consequences. The status of the registered trademark owner obtained by legally transferring the trademark in accordance with the legal transfer procedure should not be affected by the licensing contract relationship between the transferor and the licensee. Another issue in this case is that the second-instance judgment found that the registered trademark licensing contract between Xinhua Beverage Factory and Yamei Company was invalid, which is worth studying. First of all, the legal effect produced by the transfer of a registered trademark is, on the one hand, the change of the owner, and on the other hand, the existing license contract for the same registered trademark is terminated. Secondly, in this case, Xinhua Beverage Factory licensed the use of its registered trademark to Yamei Company, which was an act committed by Li Bingjun, the then legal representative of Xinhua Beverage Factory. Regardless of whether the contract was in the name of a joint venture agreement or a licensing contract, Yamei Company had sufficient reasons. It is believed that Li Bingjun has the right to represent Xinhua Beverage Factory in legal actions to the outside world and has no obligation to review the contracting relationship between Li Bingjun and the Xinhua Economic Commission. Legally speaking, the acts performed by the legal representative in the name of the legal person are the acts of the legal person. The internal relationship between the legal representative and the legal person or the internal relationship with the legal person's superior management authority is not binding on the outside. Therefore, the second instance found that the contract signed by Xinhua Beverage Factory and Yamei Company was invalid on the grounds that Li Bingjun had no authority to sign a contract without reporting it to the contractor in accordance with the contract provisions. This has no legal basis. The registered trademark transfer contract in this case is valid not because the original license contract is invalid, but because the transfer complies with legal conditions; if the transfer is established, the validity of the original license contract shall be terminated, and the court shall not force the transferee to agree with the original licensee. The person performs the original license contract between the transferor and the original licensee, that is, the transferee has no obligation to accept the original license contract relationship. If the original licensee wants to continue to use the same registered trademark, he must sign a new agreement with the transferee. License Agreement.