Dong Ye argued that he had given the official seal and special financial seal to Luo Wuliang, an employee of the company, and presented a receipt signed by Luo Wuliang during the trial to prove that he had returned the two seals to Luo Wuliang, an employee of Guangjian Company, on 20171.2, which read: The official seal and financial seal of Chongqing Guangjian Decoration Co., Ltd. were handed over by Dong Ye today. Payee: Luo Wuliang (seal), date: 20 17 1 1.2. The receipt is also stamped with the official seal of Guangjian Company and the sample of special financial seal.
Guangjian Company denied the authenticity of the receipt, believing that Luo Wuliang was originally an employee of the purchasing department of Guangjian Company and also a nephew of Dong Ye. He didn't come to work in the company half a year ago, and the company has handled it as automatic resignation, but he hasn't officially gone through the relevant procedures for dissolving the labor contract with Luo Wuliang, and he is still paying social security for Luo Wuliang. According to the seal use management document formulated by Guangjian Company 20 15, the official seal is managed by the manager of personnel administration department and the special financial seal is managed by the manager of finance department. During Dong Ye's possession of the company's seal, Guangjian Company never arranged for Luo Wuliang to look for Dong Ye's seal, and never authorized Luo Wuliang to receive the return of Dong Ye's seal on behalf of the company. Moreover, Luo Wuliang never delivered the two seals to Guangjian Company, and Dong Ye gave them to Luo Wuliang who had no right to receive the seals, which still could not change the nature of his illegal possession of the two seals of Guangjian Company.
The two seals were not lost, but still kept by Dong Ye, and the Public Security Bureau did not agree to re-engrave them.
Guangjian Company sued the court of first instance: requesting the court to order Dong Ye to immediately stop the infringement and return the official seal of Guangjian Company 1 piece and the special financial seal 1 piece to Guangjian Company.
court decision
The court of first instance held that the legitimate property rights and interests of citizens and legal persons are protected by law. Both parties recognized that Dong Ye held the official seal and special financial seal of Guangjian Company, which was confirmed by the court of first instance. Regarding the return of the two seals, Dong Ye argued that the two seals were returned to Luo Wuliang, an employee of Guangjian Company, on February 2, 20 1 17, and the seal receipt signed by Luo Wuliang was presented to prove it. As Guangjian Company denied this, Dong Ye did not produce any evidence to prove that Luo Wuliang had the right to accept the return of his seal on behalf of Guangjian Company. In addition, Dong Ye did not produce other evidence to prove that it returned the two seals to Guangjian Company in other ways. Therefore, the court of first instance held that the evidence submitted by Dong Ye about the return of the seal was insufficient, and concluded that it still held two seals of Guangjian Company, while Dong Ye did not submit evidence to prove that it had a legal basis for holding two seals. Therefore, Dong Ye's refusal to return the two seals of Guangjian Company should be regarded as an infringement of Guangjian Company, and the infringement is still in progress and has not stopped. As the owner of the seal, Guangjian Company has the right to ask Dong Ye to stop the infringement and return the two seals immediately. Therefore, the claim of Guangjian Company has factual and legal basis, and the court of first instance supports it.
The court of first instance ordered Dong Ye to stop the infringement immediately from the effective date of the judgment of first instance, and returned the official seal 1 piece and special financial seal 1 piece of Chongqing Guangjian Decoration Co., Ltd.
The court of second instance held that Dong Ye appealed that he had returned the two seals to Luo Wuliang, an employee of Guangjian Company. Later, Luo Wuliang lost two seals due to improper storage, so the first instance ruled that his return could not be fulfilled. We believe that Dong Ye admitted that he did hold the company seal and special financial seal of Guangjian Company when he left the company, and claimed that he had returned the two seals to Luo Wuliang, and the fact that he lost the two seals was his unilateral statement, so Luo Wuliang had no right to receive the company seal on behalf of Guangjian Company, so he did not confirm the above facts stated by Dong Ye, so Dong Ye should return the company seal and special financial seal of Guangjian Company he held.
The court of second instance ruled that the appeal was dismissed and the original judgment was upheld.
Legal analysis
The company has independent legal person qualification, independent legal person property and legal person property rights. The company's official seal and license are owned by the company. In practice, it is an authorized act for the legal representative, shareholders or other authorized personnel of the company to master the official seal and license. Article 240th of the Civil Code stipulates that the owner shall have the right to possess, use, profit from and dispose of his real estate or chattel according to law. When the company no longer authorizes the individual to hold the certificate of keeping the official seal, the custodian is responsible for returning the original.
The unauthorized possessor refuses to return the company's official seal and license, which constitutes an infringement of the company's property rights. Article 166 of the Civil Code stipulates that if the actor causes damage to the civil rights and interests of others, regardless of whether the actor is at fault or not, if the law stipulates that he should bear tort liability, such provisions shall prevail. Article 167 stipulates that if the infringement endangers the personal and property safety of others, the infringed party has the right to request the infringer to bear the tort liability such as stopping the infringement, removing the obstruction and eliminating the danger. However, if the possessor is a shareholder of the company, then according to the provisions of the Company Law, the company cannot directly investigate the tort liability of the shareholders. The damage of shareholders to the company's interests stipulated in Article 20 of the Company Law is specific and restrictive, and it is limited to the company's responsibility for the damage caused by the abuse of shareholders' rights. Generally, refusing to return the official seal and license is not directly related to shareholder status, and does not belong to the abuse of shareholder status as stipulated in Article 20. Where a shareholder controls the official seal through a resolution of the shareholders' meeting, it should exercise the shareholder's rights reasonably and control the company's will through proper forms, which should not constitute infringement on other shareholders and the company. Therefore, in this case, the two courts of first instance cited the Tort Liability Law as the basis (now the tort liability part of the Civil Code), and the courts applied the law accurately. If the possessor has the status of an executive, the company may also investigate his tort liability according to the provisions of Article 149 of the Company Law.
The party who returns the official seal and license should be the company. It is not clear whether shareholders and supervisors have subrogation rights in the lawsuit of returning the company's official seal and license. In principle, if the company has articles of association or effective rules and regulations, we believe that shareholders and supervisors should be given subrogation rights when the company's major shareholders are lazy in exercising their rights. When the articles of association and rules and regulations of the company are not clearly stipulated, and the shareholders' meeting of the company cannot make an effective resolution to decide on recourse, it is difficult for the company without official seal to operate normally, and shareholders and supervisors should file a dissolution lawsuit through the deadlock of the company.