A brief analysis of the effectiveness of the special seal for data "Weishenghui·Real Estate Construction"

During the construction process of construction projects, special data seals are used to manage and submit internal project data. Due to poor management by the project department, they are often used in external contracts to claim against the construction unit as a material supplier or subcontractor. basis for rights.

Whether the special seal for information has the effect of signing a contract with others, and whether the act of signing the seal constitutes an apparent agency, the determination of this issue is relatively complicated in practice. This article only briefly summarizes the issue of validity determination of special information seals.

1. Special seal for multiple external use materials

will generate a certain degree of credibility

Under normal circumstances, the special data seal can only be used for special purposes such as technical data management or construction data submission if the company does not explicitly authorize it. The purpose has been excluded from the role of creating, extinguishing, and changing claims and debts. Therefore, under normal circumstances, the special information seal cannot have the effect of signing a contract externally.

However, if the project department uses the special data seal many times to sign contracts, send correspondence, and actually performs relevant contractual obligations during the construction process, then although the seal is named a special data seal, its nature has been exposed to the outside world. gain a certain degree of credibility. The act of signing and sealing with this seal will have corresponding contractual effect.

Reference case: (2017) Chongqing Minshen Civil Judgment No. 894

Judgment summary: After review, this court believes that the focus of the dispute in this case is whether the "Settlement Statement" signed by Xu Haolei and Huang Zuoxing, a non-case party, is binding on Fukang Company. Because Fukang Company undertook the Guanglong Road road project in the original Tongliang County, Chongqing City and considered that it did not subcontract or subcontract any more, the gravel and stone powder materials successively supplied by Xu Haolei from September to December 2014 were also used in the project. Huang Zuoxing, the representative of the user, signed the "Settlement Form" only after the reconciliation was confirmed.

At the same time, the "Settlement Statement" is stamped with "Zigong Fukang Engineering Co., Ltd. Tongliang County Guanglong Road Road Project Information Seal". Although this information seal has not been registered and filed with the public security authority, Fukang Company actually undertook the project. It has been used many times for external work contacts during the project construction process, and has generated credibility. This information-specific seal can represent Fukang Company within the scope of project construction. In summary, it was not inappropriate for the first and second instances to determine that the Settlement Statement involved in the case was binding on Fukang Company.

2. Use the special seal for information and actually implement it

is deemed to be a ratification of the validity of the contract

Since the data-specific seal itself does not have the effect of signing a contract with others, if the data-specific seal is used to sign a contract, it is essentially an act of agency without authority. Interpretation (2) "Article 12: "If an agent without authority concludes a contract in the name of the principal and the principal has begun to perform the contractual obligations, it shall be deemed to have ratified the contract." Although it is exclusively for the use of data However, as long as both parties begin to actually perform the rights and obligations in the contract, it will be deemed to have ratified the validity of the contract. Therefore, even a contract signed with a special information seal will be binding on both parties to the contract.

Reference case: (2015) Wan Min Er Zhong Zi Civil Judgment No. 00793

Judgment summary: Since Jin Yimin signed a contract in the name of Jiuding Company without the authorization of Jiuding Company, and affixed a special seal with no external use function, Jin Yimin’s behavior cannot represent the intention of Jiuding Company, and his intention to sign the contract The conduct should be deemed as agency without authority.

During the performance of the contract, on December 6, 2013 and January 29, 2014, Jiuding Company paid a total of 300,000 yuan to the Minxu Operations Department twice. The payment vouchers were both marked as steel payments. According to the Supreme People's The Court's Interpretation of Certain Issues Regarding the Application of the Contract Law of the People's Republic of China (II) Article 12: If an agent without authority concludes a contract in the name of the principal and the principal has begun to perform the contractual obligations, it shall be deemed to have violated the contract. According to the ratification provisions, Jiuding Company’s payment behavior should be regarded as a subsequent ratification of Jin Yimin’s signing of the “Galaxy Century City Phase II Steel Supply Contract” involved in the case. This “Galaxy Century City Phase II Steel Supply Contract” is binding on Jiuding Company .

Jiuding Company shall perform its obligations in accordance with the contract, and shall bear corresponding liability for breach of contract if it fails to perform as agreed. The Minxu Business Department’s grounds for appeal regarding the original judgment that the Galaxy Century City Phase II Steel Supply Contract involved in the case was not binding on Jiuding Company, violated objective facts, and violated legal provisions were established, and this court supported it.

3. Only use data-specific seals in the contract

Does not constitute an apparent agent

According to Article 49 of the Contract Law: “If the actor has no agency power, exceeds the agency power, or enters into a contract in the name of the principal after the agency power is terminated, and the counterparty has reason to believe that the actor has the agency power, the agency act is valid.” According to the provisions of the Act, there are three elements for apparent agency: first, the actor constitutes an agent without authority; second, when the actor signs the relevant agreement, it creates a certain appearance of rights to the outside world, prompting the counterparty to believe that it has agency authority; third, The counterparty was acting in good faith and was unaware of the fact that the act was without agency authority.

If there is only a data-specific seal in the contract, because the name of the seal has indicated its nature, it does not have the effect of signing a contract with others. Using only the data-specific seal will not produce the corresponding appearance of rights. The counterparty knows that the seal does not have the effect of signing a contract with others. , the contract was still signed, further indicating that the counterparty was not in good faith and did not meet the requirements for apparent agency. Therefore, when there is only a data-specific seal in the contract, it generally does not constitute an apparent agency.

4. There is both a signatory and a data-specific seal

Judge the validity of a contract based on the signer

If the signatory has the corresponding agency authority, then even a contract signed with a special information seal will have corresponding contractual validity.

If the signatory does not have the authority to act as an agent, but there are elements that constitute an apparent agency, then since the signatory has the appearance of authority to sign the contract, even if the contract is signed with a special information seal, the contract will be effective.

If the signatory does not have agency authority and there are no other elements that constitute an apparent agency, the contract cannot bind the subject of the special information seal.

Reference case: (2017) Anhui Minshen Civil Ruling No. 1603

Judgment summary: Apparent agency is an exception to the legal effect of the unauthorized agency system. The counterparty to the contract should provide evidence to prove that the actor objectively formed the appearance of having agency power and that he subjectively believed in good faith and without fault that the actor had agency power.

In this case, on the one hand, the power of attorney involved in the case clearly stipulates Cheng Enfu's agency authority. On the other hand, the agreement involved is stamped with a special seal for project department information. From the name of the seal, we can know the exclusivity of its use. Xu Weibao cannot rely on it. It is believed that the perpetrator, Cheng Enfu, has the right to represent Xiangfa Company externally.

In addition, Xu Weibao also admitted during the second instance that he and Cheng Enfu were from the same village and had known each other for many years. He should have known the identity of Cheng Enfu's actual construction worker, and subjectively it was difficult to constitute good faith and no negligence. Therefore, the second-instance judgment found that Cheng Enfu's behavior exceeding his agency authority to enter into a contract did not constitute apparent agency and was not inappropriate.

To sum up, although the name is a special seal for information, its function of signing contracts and establishing creditor-debt relationships is excluded. However, if you do not strictly manage the use of seals and use special seals for information indiscriminately, it is easy to have legal consequences that are detrimental to you. Therefore, it is recommended that companies, regardless of administrative seal, financial seal, legal person seal, data-specific seal or any other seal, must establish a certain management system and not use it casually.