Research And Analysis On Tong Xing Co. Ltd V Shuang Jin Co. Ltd About Commercial Housing Sales Contract Dispute Case

Sales contract is one of the most widely used contract types by civil subjects. The typical purpose of sales contract is that sellers transfer their ownership of the subject and get the price, buyers get the title of the subject and pay the appropriate price. With the development of economy and the change of market transaction mode, people create a contract according to their own unique needs instead of echoing what the textbook says, which leads to the appearance of some atypical sales contract.The commercial housing sales agreement, which is selected in this paper is an untypical sales contract. In this case, Tong Xing Co. Ltd and Shuang Jin Co. Ltd signed an agreement that Tong Xing Co. Ltd buys houses from Shuang Jin Co. Ltd., but Shuang Jin Co. Ltd has the right to repurchase these houses at a preset price within a certain period of time. There are similarities between the fund flow pattern of this contract and the loan contract’s, so there are some huge controversies on the nature and validity of this kind of contract during courts trial. The controversies are on the issue of whether the contract should be defined as sales contract or loan contract or transferring guarantees contract and whether it violates the ban of fluidity clause. Starting from the basic facts and the legal relationship in this specific case, this article is discussing the nature and the validity of the contract through the judicial practice of similar cases and scholars views. The author proposes that there are many similarities between re-purchase commercial housing sales contract and the buy-back contract in Germany and other countries, so the commercial housing sale agreement in this case is a sale contract with the right to buy back. Even though there is no legal provision on the buy-back right in our country, the court trial should always insist the principle of autonomy. As long as the buy-back right is not in violation of the mandatory provisions of law, it should be recognized as effective. In the end, this paper tries to provide reference to the trial of similar cases and future civil and commercial legislation.