On The Case Of Joint Venture Contract About Chuangtou Company V.Aide Company

The case of Chuangtou Company v.Aide joint venture contract is a dispute arising from the foreign investor's violation of its capital contribution obligations during the establishment of the Sino-foreign joint venture company.It is of typical significance to the study of the relevant legal systems in the establishment of the company.The main disputes in this case are how to determine the effectiveness of the "Joint Venture Contract",how to determine the behavior of Edelco's failure to provide embryos according to the contract,and how to determine the civil liability of Aide Company.The company sponsor agreement is a written document signed by the sponsors of the parties regarding the establishment of the company.It aims to determine the rights and obligations between sponsors and clarify the responsibilities that they should bear when creating a company.The sponsor's agreement is contractual in nature and belongs to an organization-type contract and does not lapse with the establishment of the company.The "Joint Venture Contract" referred to in this case shall be deemed to be the promoter agreement;the parties to the contract shall express their true intentions and be approved by the examination and approval authority,and the contract shall have effect.The sponsor's violation of the capital contribution obligation means that the sponsor has not paid the investment in full amount in accordance with the stipulations of the agreement or the statute,which is manifested as two forms of non-performance of the capital contribution obligation and improper performance of the capital contribution obligation.The insufficient number of fetuses provided by Aide Company and its incompatibility with the pre-agreed standards constitutes a violation of its capital contribution obligations.Its failure to provide a sufficient number of fetuses is incompletely funded;the provision of fetal bovine cattle that do not meet the agreed standards is a You pay.In addition,the behavior of Aide Company in violation of its capital contribution directly made it impossible for Entrepreneur Aide Company to continue its embryo transfer activities,resulting in the inability to achieve the purpose of the "Joint Venture Contract" and constituting a fundamental breach of contract.The civil liabilities that the sponsors shall bear in violation of the capital contribution obligations include the responsibilities of the sponsors who have fulfilled the capital contribution obligations,the responsibilities to the established company,and the responsibilities to the creditors.Aide Company's violation of its capital contribution obligations shall bear the liability for capital violations,including the liability for breach of contract with Venture Capital Corporation,Conley Corporation and Yawei Corporation,its responsibilities to Aide Company,and its liability for supplemental liquidation of corporate creditors.Specific to this case,the responsibility that Aide Company should bear includes the dissolution of the "Joint Venture Contract" and compensation for the direct economic losses and expected benefits of the venture capital company,but does not include the payment of liquidated damages to the venture capital company.