Case playback:

　　In 2009 July, China and the United States of America A company, B company to jointly develop the feasibility study report, think of the joint venture company C can realize annual sales income 50000000 yuan, profit 5000000 yuan. In 2009 August, A company will be a subsidiary of the change from D to C, and the foreign investment approval by competent authority and the administrative authorities for Industry and Commerce registration. D company the right to use the land and buildings to assess the value of 8000000 yuan, of which 5000000 yuan for investment, the remaining 3000000 yuan used to offset the D company owes the bank loan interest. B company with 5000000 yuan in cash, capital 2000000 yuan will be remitted back to the company account, 2010 February returned to C. C's board is composed of 7 directors, including A appointed 4, B by 3, the general manager is responsible for day-to-day management. B company appointed chairman E as C company, A company has some appointed as general manager. In 2010 April, E director of a forged signature A company members, appointed B g a to general manager of C company, as a general manager, and go through the formalities of business change. The monthly balance sheet as equity owners 10000000 yuan C. Subsequently, C to cancel the provincial offices and selling price product decisions. In 2011 January, C company for rent disputes by the people's Court seized 350000 yuan stock products, the product has expired. In 2011 March, the people's court to price C 3000000 yuan auction of land use rights and workshop, to repay D company owed to bank loan interest. In 2012 May, C company cannot pay their debts, the special liquidation apply to the local foreign trade and economic cooperation bureau. A company, B company to withdraw capital, forged C board minutes, resolution and director signature and other violations of the A company's business decision-making power, property ownership, requirements of B company compensation for the loss of 12500000 yuan (direct investment 5000000 yuan, predict the share of profit of 7500000 yuan). B believes that A company does not have legal ownership and the right to dispose of property investment, did not fulfill the obligation of capital contribution, there is no business decision-making power and the distribution of income.

　　Intensive analysis:　　

　　Once the contract is concluded, are legally binding on the parties to the contract, the parties must fully perform their obligations as stipulated in the contract. Requested that the performing subject, object of performance, time of performance, place of performance and performance are correct. Compared with the domestic business, international business contract process faced different laws and regulations, practices and rules, policy requirements and methods of process. Some parties as to understand error and negligence, reasons for the lack of legal knowledge, contract contract, easily lead to improper fulfillment of the contract. At the same time, in the fierce competition in the market economy society, trap and risk are often accompanied by the international business contract. Such as a party lacks sincerity proper fulfillment of contract, deliberately create vulnerabilities or flaws which led to the other party of economic interests; the one side or both sides of unintended behavior, or can not be attributed to both parties of the reasons resulting in one or both parties damage etc.. Facing so many problems in the process of performing international business contract, the entrepreneur needs to choose the appropriate solving method and the way of contract between the parties in dispute, safeguard their legitimate rights and interests, reduce losses on both sides, to achieve "win-win".

　　In this case, A company for the establishment of the D company property has the right to dispose, and completed the change of ownership. B knew D's right to use the land and plant set up mortgage under the conditions of A company and founded C, followed by the management and inspection, so it cannot use A company set up investment in kind of real right for security and that of the performance of the obligation of capital contribution.

　　In 2010 April, E a fake C, the resolution of the board of directors in violation of the provisions of the articles of association of the company and the law, should bear the corresponding legal responsibility. Because there is no causal relationship between profit and B of A company to invest and the feasibility report predicted behavior, A can not be used for B company compensation for losses. In 2010 April, the resolution of the board of directors deprived of A companies to participate in the management of C company's power, so the A may require the exercise of resolution before the operation result of distribution rights, while the resolution after the operation do not take risks. During this period, the people's court to auction, seizure, seizure of C's assets, resulting in the loss of B company and C company does not have a direct causal relationship, therefore, should not bear the responsibility of B company. A company is not within the statutory period of B company capital flight of the objection, B also does not assume liability for breach of the act. Therefore, B company shall pay breach of contract damages A company should be 2325000 yuan [1000 - (800 - 300) - 35] * 50%.

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