Brief introduction of the case
Due to the imbalance of rights and obligations between a county water supply company and a Hong Kong company (Sino-foreign cooperative water supply company project), the project operation is completely out of control, which leads to cooperation disputes. On August 9, 2004, Zhejiang Zeda Law Firm was entrusted to provide legal advice. After Zhejiang Zeda Law Firm accepted the entrustment, our lawyers Weng and Zhu Li jointly issued legal opinions, and provided professional services related to legal acts, and participated in a company in Hong Kong.
Under the guidance and participation of lawyers, the project of Sino-foreign cooperative water company has been renegotiated by both Chinese and foreign parties, and a new cooperation document has been reached that better reflects mutual benefit and the basic balance of rights and obligations. Now the relationship between the two sides is harmonious and the cooperation projects are progressing smoothly.
legal advice
A county water supply company entrusted Zhejiang Zeda Law Firm to issue a legal opinion on the case of cooperation dispute between a Chinese-foreign cooperative water supply company project and a Hong Kong company. After accepting the entrustment, Zhejiang Zeda Law Firm appointed a lawyer to issue this legal opinion.
First, customer requirements
1. Identification and evaluation of the client's legal status in Sino-foreign cooperative water conservancy projects: 2. Put forward legal opinions on changing the adverse legal status of the client in Sino-foreign cooperative water conservancy projects.
The adverse legal situations that the entrusting party is concerned about include: the lack of necessary monitoring power for the operation of Sino-foreign cooperative water projects, the serious imbalance between the rights and obligations of both parties in the existing legal documents on project cooperation, the default of a company in Hong Kong, which is difficult for the entrusting party to control, and the high and unreasonable exclusive water price of the entrusting party.
Second, the formation of this legal opinion.
The lawyer in charge examined the evidence submitted by the client, had a discussion with the relevant personnel of the client, learned about the relevant situation from the former general manager of the Sino-foreign cooperative water company, and investigated the industrial and commercial registration files of the Sino-foreign cooperative water company and a company in Shanghai. This legal opinion is formed on the basis of carefully sorting out and analyzing the facts, according to the relevant laws and regulations of our country and the application of the relevant laws we know, and in view of the requirements of the client, and in-depth argumentation on relevant legal issues.
Three. The object involved in this case
A county water supply company (Chinese partner)
A company in Hong Kong (foreign partner)
Sino-foreign cooperative water supply company (cooperative company)
A company in Shanghai (related party: equipment consulting and domestic procurement)
An environmental engineering company (related party: equipment purchased from abroad)
Water (related party: equipment purchased from abroad)
Construction and installation engineering company (nominal contractor of civil engineering)
A construction engineering company (the actual contractor of civil engineering). Main evidence submitted by clients and investigated by lawyers.
1. Evidence submitted by customers
① Sino-foreign cooperative water supply company contract; (2) Articles of association of the Chinese-foreign cooperative water company; ③ Water purchase and sale contract; ④ Water pipe lease contract; (5) the situation report of the county water supply company; ⑥ Previous legal opinions and letters of other lawyers; ⑦ Engineering Consulting Service Contract and Supply Contract of Water-making Process Package signed by Sino-foreign cooperative water company and a company in Shanghai; ⑧ The "Entrusted Purchase Contract for Foreign Equipment" signed by the Chinese-foreign cooperative water company and an environmental protection engineering company, and the "Entrusted Purchase Contract for Foreign Equipment" signed by the water company; Pet-name ruby Mechanical/Instrumentation Equipment Manufacturing and Installation Contract between Chinese-foreign cooperative water company and a company in Shanghai, and Mechanical Equipment Manufacturing and Installation Contract between a company in Shanghai and an engineering company in Hangzhou; Attending the Construction Project Design Contract signed by Chinese-foreign cooperative water company and Zhejiang Urban and Rural Planning and Design Institute, the Construction Project Entrusted Supervision Contract signed with a county construction supervision company, and the Construction Project Construction Contract signed with a construction and installation engineering company; B 1 1 Supplementary Agreement on Civil Construction Contract signed by the chairman of the Chinese-foreign cooperative water company and the chairman of a construction engineering company, minutes of talks between the two parties on April 30, 2004; This legal opinion is based on the trust in the evidence submitted by the client, its contents and the authenticity of the client's statement.
2. Evidence obtained by lawyers' investigation
(1) the registration documents of the Chinese-foreign cooperative water company with the "capital verification report" in the Administration for Industry and Commerce; ② The organization chart of the company copied on the water affairs website; (3) Shanghai company registration file with investor information registered in Shanghai Administration for Industry and Commerce; V. Relevant facts reflected by the evidence
1. Relevant stipulations in the cooperation contract
On September 18, 2002, a county water supply company and a company in Hong Kong signed the Contract for Sino-foreign Cooperative Water Supply Company (hereinafter referred to as the Cooperation Contract).
According to the cooperation contract, the water production project of Sino-foreign cooperative water supply company is constructed and operated by a county water supply company and a Hong Kong company.
According to the cooperation contract, the total investment and registered capital of the project is 73.87 million yuan or equivalent foreign exchange (about 8.939 million US dollars). A company in Hong Kong contributed 65.24 million yuan or equivalent foreign exchange (about 7.894 million US dollars), accounting for 88.32% of the registered capital, of which 65.438+05% was put in place within three months from the date of issuing the business license, and the rest was put in place in batches within two years. A county water supply company invested about 72 mu of land use rights in a plot at a price of 8.63 million yuan, accounting for 1 1.68% of the registered capital, and all of them were put in place within three months from the date of issuing the business license.
At the same time, it is agreed that a company in Hong Kong will contribute some equipment, objects and foreign exchange, which will be determined in the feasibility study report of this project. However, there are no clear terms in the feasibility study report of the cooperative company.
According to the cooperation contract, a county water supply company will provide a water diversion pipeline from the water intake to the water intake of the cooperative company for Chinese-foreign cooperative water supply companies to rent within three months after the cooperative company obtains the business license. At the same time, the water supply source is provided by the county water supply company. The tap water produced by the cooperative company is underwritten by the county tap water company.
At the same time, it is agreed that a company in Hong Kong will bear the construction and management costs of all infrastructure and equipment from water intake and water purification treatment to the outlet of pressurized water pump in the first phase of this project. The completion time of the project construction is 1, in 2004.
According to the cooperation contract, the board of directors of the cooperative company consists of seven directors, two of whom are appointed by the county water supply company and five by the Hong Kong company. The chairman is appointed by a company in Hong Kong and is the legal representative of the cooperative company.
At the same time, it is agreed that the general manager responsible for the daily operation and management activities of the cooperative company shall be recommended by a company in Hong Kong and appointed by the board of directors.
According to the cooperation contract, the price of the equipment that the cooperative company entrusts the Hong Kong company to buy from abroad must be discussed and agreed by the board of directors.
The cooperation contract stipulates that the cooperation period of the cooperative company is seventeen years, and the fixed assets will be handed over to a county water supply company free of charge after the expiration.
In the chapter of liability for breach of contract, the Cooperation Contract stipulates that a company in Hong Kong fails to pay its due contribution in time according to the investment schedule agreed in the contract, which constitutes a breach of contract. A county water supply company should urge a company in Hong Kong to pay its due contribution in time. After a company in Hong Kong is overdue for three months, the county water supply company shall apply to the original examination and approval authority for approval to dissolve the joint venture.
According to the cooperation contract, disputes shall be settled by China International Economic and Trade Arbitration Commission Shanghai Branch in accordance with its rules and procedures.
2. Relevant provisions of the cooperation articles of association
On September 8, 2002, a county water supply company and a company in Hong Kong signed the Articles of Association of Chinese-foreign Cooperative Water Supply Company (hereinafter referred to as the Articles of Association).
In addition to the contents of the cooperation contract, the articles of association clearly stipulate that a company in Hong Kong will make capital contribution in cash, and in Article 42, it is clearly stipulated that all parties to the cooperation have the right to hire auditors to consult the books of the cooperation company at their own expense, and the cooperation company should provide convenience when consulting.
At the same time, it is stipulated in the company's articles of association that a company in Hong Kong enjoys all the operational autonomy of the cooperative company during the cooperation period.
3. Relevant stipulations in the water purchase and sale contract
On September 8, 2002, a county water supply company signed a water purchase and sale contract with a Chinese-foreign cooperative water supply company.
The water purchase and sale contract determines that the water produced by the cooperative company shall be exclusively sold by the county tap water company, and stipulates the purchase and sale water quantity, water quality and water price. , and confirm that the time to start selling water is 1, 2004.
Among them, it is agreed that the water price shall be calculated according to the base price of 65,438 yuan +0. 15 yuan/cubic foot, and the adjustment method shall be agreed.
The Water Sales Contract specifically stipulates that the Chinese-foreign cooperative water supply company will take effect when it is stamped with the official seal after obtaining the business license.
A county water supply company and a Hong Kong company have signed and sealed the Hydration Purchase and Sale Agreement, but the Chinese-foreign cooperative water supply company only had the legal representative's signature at that time, and there was no official seal of the Chinese-foreign cooperative water supply company.
The water sale contract stipulates an arbitration clause.
4. Relevant stipulations in the water pipe lease contract
On September 8, 2002, a county water supply company signed a water pipe lease contract with a Chinese-foreign cooperative water supply company.
As stipulated in the water pipe lease contract, a county water supply company provides two water pipes with a length of about 6000 meters from the water intake to the water intake of the cooperative company for use by Chinese and foreign cooperative water supply companies; The construction cost of the leased property is 6.5438+0.6 million yuan, and the rental fee will be paid in 6.5438+05 years after it is put into production, totaling 20 million yuan.
The main body of the water pipe lease contract is a county water supply company and a Chinese-foreign cooperative water supply company, but a company in Hong Kong signed and sealed the contract as the lessee.
The arbitration clause is stipulated in the water pipe lease contract.
5. Performance of the cooperation contract
Sino-foreign cooperative water supply company was established on September 28, 2002.
On May 30, 2003, a county water supply company completed the land transfer procedures, but the capital verification report of May 3, 20031showed that the capital contribution of a county water supply company was not yet in place; The capital verification report on June 5438+February 30, 2003 shows that as of June 5438+065438+1October 30, 2003, the capital contribution of a county water supply company has been fully in place.
The capital verification report of 65438+February 30, 2003 shows that a company in Hong Kong has contributed 2 189982 USD as of October 30, 2003. After that, there is no capital verification report. However, the Chinese-foreign cooperative water supply company received some equipment. Whether it was purchased by a Chinese-foreign cooperative water company or a Hong Kong company, there is no evidence yet.
Director China has never attended a board meeting to discuss the price of equipment purchased from abroad.
The progress of this project is slow, and the construction of infrastructure and equipment has not been completed so far.
On April 30, 2004, the minutes of the talks between the two sides showed that the time for completing the water supply construction was changed to "strive to complete it before September 27, 2004", and the two sides worked hard to cooperate. Whether to approve the water supply time of June 3 1, 1, China needs to report to the superior. "
During the cooperation period, a company in Hong Kong enjoys all the operational autonomy of the cooperative company, a county water supply company has no control right in the Sino-foreign cooperative water supply company, and no personnel participate in the relevant important departments of the Sino-foreign cooperative water supply company. Therefore, a county water supply company basically does not understand the construction and capital operation of Chinese-foreign cooperative water supply companies.
6. Other foreign contracts signed by Chinese-foreign cooperative water companies
On September 5, 2002, a Chinese-foreign cooperative water company signed an Engineering Consulting Service Contract with a company in Shanghai to provide preliminary design consulting services, with a contract price of 1 10,000 yuan; We also signed the Supply Contract of Water-making Process Package, and a company in Shanghai provided technical guidance and consulting services for water-making process and preliminary design, with a contract price of 600,000 yuan.
On June 20, 2003, 65438+February 20, 2003, a Chinese-foreign cooperative water company and an environmental engineering company signed a "Entrusted Purchase Contract for Foreign Equipment" to purchase water-making process packages and production equipment on their behalf, with the contract price of 14725 USD. On the same day, the Chinese-foreign cooperative water company signed the Contract for Entrusted Purchase of Foreign Equipment with the water company, and it purchased the water-making process package and production equipment on its behalf, with the contract price of 885,275 US dollars. These two contracts totaled $654.38 million+$050,000.
On April/KOOC-0/0, 2004, a Chinese-foreign cooperative water company signed the Machinery/Instrument Equipment Manufacturing and Installation Contract with a company in Shanghai, and a company in Shanghai provided the machinery/instrument equipment manufacturing and installation at a contract price of/KOOC-0/50,000 yuan; On the same day, a company in Shanghai and an engineering company in Hangzhou had a Mechanical Equipment Manufacturing and Installation Contract, which was provided by an engineering company in Hangzhou with a contract price of 5.06 million yuan.
On September 30, 2002, the Sino-foreign cooperative water supply company signed the Construction Project Design Contract with Zhejiang Urban and Rural Planning and Design Institute.
On February 19, 2003, the Sino-foreign cooperative water company signed the Contract of Entrusted Supervision of Construction Project with a county construction supervision company.
On March 2, 2003, a Chinese-foreign cooperative water company signed the Construction Contract with a construction and installation engineering company.
The construction project of Chinese-foreign cooperative water company is actually contracted by a construction engineering company. At that time, the chairman of the Chinese-foreign cooperative water company and the chairman of a construction company signed the Supplementary Agreement on Civil Construction Contract in June 5438+February 65438+September 2002. The agreement agreed to hire Zhang Moumou as a project consultant and pay a large consulting fee.
Because a county water supply company has no control over the cooperative company, it has not mastered the performance of the above contract.
7. Relationship between related disciplines
The organization chart of Water Affairs shows the relationship between a company in Hong Kong (foreign partner), a Chinese-foreign cooperative water company (cooperative company), a company in Shanghai (interested party: consulting and domestic procurement of equipment), an environmental engineering company (interested party: foreign procurement of equipment) and Water Affairs (interested party: foreign procurement of equipment).
(Structural diagram) VI. the basis of law
1. Law of People's Republic of China (PRC) on Chinese-foreign Cooperative Enterprises (June 65438+1October 31); 2. Detailed Rules for the Implementation of the Law of People's Republic of China (PRC) on Chinese-foreign Cooperative Enterprises (1September 4, 995); 3. People's Republic of China (PRC) Company Law (199965438+February 25th); 4. People's Republic of China (PRC) Contract Law (1999.03.15); 5. Criminal Law of People's Republic of China (PRC) (1997.03.14); 6. Civil Procedure Law of People's Republic of China (PRC) (199 1 April 9,); 7. Criminal Procedure Law of People's Republic of China (PRC) (1996.03.17); Arbitration Law of People's Republic of China (PRC) (65438+August 3 1 0994); 9. Arbitration Rules of China International Economic and Trade Arbitration Commission (1September 4, 1995); 10. Measures for liquidation of foreign-invested enterprises (1July 9, 1996); Seven. Appraisal and evaluation of the legal status of a county water supply company in Sino-foreign cooperative water conservancy projects.
As a public welfare infrastructure project, it is not the best scheme to adopt the Sino-foreign cooperation model. BOT model may be more convenient to use foreign capital to build waterworks. From the perspective of * * * taking risks and enjoying benefits, joint venture is more controllable in enterprise management system. Because the cooperative business model is characterized by relatively independent rights, obligations, risks and responsibilities of both parties and weak mutual restraint. This requires a county water supply company to plan the whole project systematically and carefully before signing a contract with the other party, describe all aspects of the project clearly and concretely in the cooperation contract, and have a thoughtful and scientific design of rights and obligations and their guarantee and supervision mechanism.
From the relevant facts reflected in the above evidence, it can be seen that a county water supply company lacked thoughtful consideration on the distribution of rights and obligations and its guarantee monitoring mechanism during the negotiation of the cooperation contract, which led to an imbalance in the distribution of rights and obligations between the two parties, and a county water supply company had no control over the cooperation project. The outstanding performance is that a county water supply company has neither control right nor design restrictions in the decision-making body of the cooperative company, and the relevant important departments of the cooperative company have no personnel to participate, so it is impossible to achieve organizational control. Give a company in Hong Kong absolute control over the construction of the cooperative company and complete operational autonomy, but do not specify what level and standard projects to build; At the same time, the cooperative company adopts the pricing underwriting method of a county water supply company, so the link control loses the initiative. The result is that a county water supply company has no idea about the construction and capital operation of the cooperative company; As a result, it is impossible to control the corresponding relationship between the investment amount of a company in Hong Kong and the actual investment amount of the project, and the equity ratio of a company in Hong Kong in the joint venture company may be improperly raised (if the actual investment amount of the project does not reach its investment amount), leaving opportunities for capital transfer or early withdrawal; More importantly, it has caused great misleading to the calculation of water price.
A county water supply company is not active in the design of project management mode, the provision of cooperation scheme and the evaluation of cooperation conditions, and lacks specific and in-depth demonstration of the details of project cooperation scheme, which leads to the imbalance of rights and obligations between the two parties and the lack of supervision mechanism. When problems arise, it is impossible to master comprehensive and accurate materials when conducting legal analysis and solution demonstration; And then it's very passive.
However, under favorable cooperation conditions, a company in Hong Kong has not faithfully and strictly fulfilled its contract, and there are still major problems in the process of fulfilling the cooperation contract and other legal documents, thus leaving an opportunity for a county water supply company to change the unfavorable legal situation in Sino-foreign cooperative water projects.
Eight, a company in Hong Kong in the performance of the cooperative operation contract.
Even if the project management mode is inherently insufficient for a county water supply company, the cooperation contract and other documents are very beneficial to a company in Hong Kong, and there are still major problems such as breach of contract in the performance of the contract.
1. Default or expected default of Hong Kong companies.
(1) The cooperation contract and articles of association stipulate that the time for a company in Hong Kong to complete all infrastructure and equipment construction of the project is 1, which was in 2004, but it has not been completed so far. According to the current project progress, it is still difficult to complete the construction water supply before September 27th or even June 3rd, 2004.
(2) Although the cooperation contract and articles of association have not made specific arrangements for a company's investment progress in Hong Kong, its investment progress in place is obviously seriously inconsistent with the due project progress. According to the agreement, the capital contribution of a company in Hong Kong should be fully paid before September 27, 2004. At present, it is difficult to judge whether there will be a large proportion of overdue investment.
(3) Regarding the price of equipment purchased from abroad, the cooperative company did not inform the directors of a county water supply company to hold a board meeting for discussion, but signed a purchase contract and determined the price.
2. Hong Kong companies can transfer or withdraw their capital contribution through related party transactions.
As the Sino-foreign cooperative water company is controlled by a company in Hong Kong, and a company in Hong Kong, a company in Shanghai and an environmental engineering company are related to water, the following facts reflect that a company in Hong Kong may transfer or withdraw its capital through related party transactions (note: theoretical analysis, no evidence).
(1) The Engineering Consulting Service Contract signed by a Chinese-foreign cooperative water company and a company in Shanghai and the Supply Contract of Water-making Process Package have the same suspicion, so there is suspicion of repeated payment or overpayment.
(2) The Contract for Entrusted Procurement of Foreign Equipment signed by a Chinese-foreign cooperative water company and an environmental engineering company and the Contract for Entrusted Procurement of Foreign Equipment signed by water company have the same suspicion in some contract targets, so there is suspicion of repeated payment or overpayment.
(3) The mechanical/electrical equipment manufacturing and installation contract signed by a Chinese-foreign cooperative water company and a company in Shanghai is basically the same as that signed by a company in Shanghai and an engineering company in Hangzhou, but the contract price is so different that it is suspected of transferring funds through related intermediary transactions.
In addition, the Supplementary Agreement on Civil Construction Contract signed by the then chairman of Sino-foreign cooperative water company and the chairman of a construction engineering company agreed to hire Zhang Moumou as an engineering consultant and pay a large consulting fee; As Zhang Moumou was the spouse of the then chairman of the Sino-foreign cooperative water company, it may be suspected that the consultant fee was improper.
However, because a county water supply company has no control over the cooperative company, the performance of the above contract has not been mastered.
Nine. Lawyer's opinion
Focusing on changing the unfavorable legal status of the client in Sino-foreign cooperative water conservancy projects, the lawyer puts forward the following opinions:
1. terminate the cooperation contract or adjust the rights and obligations of both parties from the perspective of investigating the breach of contract of a company in Hong Kong.
(1) overdue investment and breach of contract
After Xiujie's term expires on September 27, 2004, if a company in Hong Kong fails to make a large proportion of capital contribution, the county water supply company can first urge it to reach the deadline (such as 1 week). If the deadline is still not in place, the county water supply company has three ways to terminate the cooperation contract:
(1) You can submit it to arbitration and request to terminate the award; According to the cooperation contract, a company in Hong Kong may apply to the original examination and approval authority for approval of the dissolution of the joint venture after three months overdue; (3) According to the second paragraph of Article 20 of the Detailed Rules for the Implementation of the Law of People's Republic of China (PRC) on Chinese-foreign Cooperative Enterprises, the administrative department for industry and commerce may require a company in Hong Kong to postpone the performance of the contract. If the contract is still not fulfilled within the time limit, the examination and approval authority shall revoke the approval certificate of the contractual joint venture, and the administrative department for industry and commerce shall revoke the business license of the contractual joint venture and make an announcement.
Because the obligation of capital contribution is the core obligation of the cooperation contract, if a company in Hong Kong has a large proportion of overdue capital contribution, it should support the idea of canceling the cooperation contract.
(2) The water supply for the project that cannot be completed within the time limit is in breach of contract.
When the water supply for the project cannot be completed before the two parties negotiate to change the water supply completion time (relaxed to 10, 3 1), a county water supply company may file an arbitration and request a ruling to terminate the cooperation contract.
Since the completion of water supply for project construction on schedule is the core purpose of the cooperation contract between the two parties, the above-mentioned litigation request for canceling the cooperation contract should also be supported.
All the above paths have to wait for the confirmation of a company's breach of contract in Hong Kong. Therefore, a county water supply company must pay attention to it and cannot give any more grace in these aspects.
2. From the perspective of investigating the transfer of funds by a company in Hong Kong through related party transactions, the cooperation contract can be terminated and the rights and obligations of both parties can be adjusted.
Because transferring funds or withdrawing capital through related party transactions may constitute a criminal offence and bear criminal responsibility, which is a very serious legal problem; Therefore, if it is verified that a company in Hong Kong has transferred or withdrawn its capital contribution (note: hypothetical analysis does not show that such facts do exist) and sufficient evidence is obtained, it will put great pressure on a company in Hong Kong and be very beneficial to the negotiation and adjustment of rights and obligations of both parties.
As a county water supply company has no control over the cooperative company, it has not been verified whether a company in Hong Kong actually transferred funds or withdrew its capital contribution, so investigation and evidence collection can be considered through the following channels:
(1) Sino-foreign cooperative water projects are public welfare projects involving people's livelihood and state-owned assets investment. Government audit departments may be invited to audit Sino-foreign cooperative water projects, and relevant facts and evidence can be obtained during the audit. In order to reflect the principle of avoidance, the audit department of the municipal government may be required to arrange an audit.
(2) According to Article 42 of the Articles of Association, a county water supply company hired auditors to consult the account books of the cooperative company, grasped relevant facts and collected relevant evidence.
3. In order to cooperate with the above ways to terminate the cooperation contract or adjust the rights and obligations of both parties, a company in Hong Kong can take timely preventive measures in the following ways.
(1) The Contract for Borrowing, Purchasing and Selling Water specifically stipulates that the Chinese-foreign cooperative water company will take effect after obtaining the business license and signing it with the official seal. However, the Chinese-foreign cooperative water company has not stamped the official seal so far, so it sent a letter to a company in Hong Kong, proposing that the Contract for Purchasing and Selling Water has not yet taken effect, and requesting to discuss the terms of the Contract for Purchasing and Selling Water again.
(2) The subject matter of the water pipe lease contract is a county water supply company and a Chinese-foreign cooperative water supply company, but the lessee's signature and seal in the contract signing column is a company in Hong Kong. I wrote to a company in Hong Kong, pointing out that the main body of the water pipe lease contract was wrong, which made it impossible to effectively adjust the water pipe lease relationship, and asked for re-negotiation and signing the water pipe lease contract.
(3) Call on the government to strictly carry out administrative inspection and law enforcement, put forward rectification requirements for problems existing in the construction process according to law, and strictly supervise the project quality.
Once the initiative to terminate the cooperation contract is mastered, if the client wants to adjust the rights and obligations of both parties to continue cooperation, it is not difficult to achieve it through consultation.
X. The above lawyer's opinions suggest that after the client makes a decision, the lawyer will follow up and guide him.
XI。 secret
Except for the relevant purposes entrusted, this legal opinion shall be kept strictly confidential by the entrusting party and shall not be spread to the outside world.
Twelve. statement
The above legal opinions are for reference only.
The analysis, judgment or suggestions provided by our firm and lawyers cannot be understood as the guarantee that our firm and lawyers can win the case or win the case.
Zhejiang XXX lawyer office
Attorney (signature): ××××××
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Classical analysis
In the non-litigation legal project of cooperation dispute between a county water supply company and a company in Hong Kong, after accurately grasping the objective requirements of the client, the lawyer starts with clarifying the legal relationship between the two parties and various legal facts related to the objective requirements of the client, makes appraisal and evaluation on the legal situation of the client in the cooperation project, and then analyzes the problems existing in the performance of the other party, finds out the weaknesses of the other party, and accordingly puts forward specific lawyer's opinions with factual and legal basis according to the objective requirements of the client.
A legal opinion summarizes the relevant facts in the cooperation project from the legal point of view, so that the client can clearly understand the various legal relations and his own legal situation in the cooperation project, grasp the legal loopholes of the other party, and then make the client change from passive to active in the game of rights and obligations of both parties.
According to the guidance of this legal opinion, the client makes timely and correct decisions; On the other hand, based on the client's decision, the lawyer further provides the client with phased procedural legal guidance, and finally maximizes the client's rights and interests; Because it ensures the legitimacy of the entrusting party's decision-making and negotiation, it also lays a harmonious foundation for the next cooperative relationship and the smooth implementation of Sino-foreign cooperative projects.
This legal opinion fully reflects the legal service value of lawyers' non-litigation projects.