周誓超律师代理加纳企业诉内地及香港供应商国际贸易纠纷,胜诉并追索200万货款

成功案例｜涉外法律｜活动沙龙｜招聘人才

2022年1月，某加纳公司通过中国制造网结识了一位自称是中国天津公司的化工材料出口卖家。随后，双方通过邮件进行磋商，卖方出具了形式发票，并分别于2022年1月及5月确认了两笔采购订单。

在卖方出具的形式发票中，其使用的公司抬头为其香港公司的名称，并指定该香港公司账户作为收款账户。然而，发票上所列的地址却位于天津。此外，该卖方的香港公司与关联的天津公司英文名称高度相似，致使加纳买方难以区分。

买卖双方确认了付款时间表后，加纳买方按计划分期支付了全部货款。然而，卖方却以最后一笔付款存在迟延为由，单方面宣称货物已转卖，并拒绝交付，除非加纳买方额外支付差价。对此，卖方未能提供任何有效的转卖证据。

卖方在收取货款后拒绝发货，虚构理由、恶意侵占货款，该行为已构成根本性违约，应依法向加纳买方退还全部货款并赔偿相应损失。

因卖方拒绝退款，纠纷无法解决，加纳买方委托上海兰迪（深圳）律师事务所的周誓超律师代理此案。周律师在全面审阅案件材料后，依法向卖家所在地法院提起诉讼，请求判令对方退还加纳买方支付的200万元货款及相关损失。

本案核心在于，法人的主营业务地可被视为其经常居所地，进而作为确定准据法的连接点。周律师通过现场走访、查询及举证，证实该香港公司在香港并无实际经营，而其联系人、官方网站显示地址、以及合同订单上的联系地址均位于天津。

本案的关键与重要意义在于，通过证明卖方香港公司的主营业地实际在中国内地，成功说服法院适用内地法律，并进而判决该香港公司的个人股东对公司债务承担连带责任。最终，法院成功适用《公司法》中关于一人有限责任公司股东连带责任的规定，判决该香港公司的个人股东对债务承担连带责任。

（本案判决书部分截图）

In January 2022, a Ghanaian company encountered a chemical materials exporter through Made-in-China.com, who claimed to be a Tianjin-based company in China. Subsequently, the parties negotiated via email, and the seller issued proforma invoices, confirming two purchase orders in January and May 2022, respectively.

In the proforma invoices provided by the seller, the letterhead displayed the name of the seller’s Hong Kong company, and the payment was directed to the Hong Kong company’s bank account. However, the address listed on the invoices was located in Tianjin, China. Additionally, the English names of the seller’s Hong Kong company and its affiliated Tianjin company were highly similar, making it difficult for the Ghanaian buyer to distinguish between the two.

After the payment schedule was agreed upon, the Ghanaian buyer made full payment in installments as planned. However, the seller unilaterally claimed that the goods had been resold, citing a delay in the final payment as the reason, and refused to deliver the goods unless the Ghanaian buyer paid an additional price difference. The seller failed to provide any valid evidence of the alleged resale.

By refusing to deliver the goods after receiving payment and fabricating excuses to misappropriate the funds, the seller committed a fundamental breach of contract. As such, the seller was legally obligated to refund the full payment and compensate the Ghanaian buyer for related losses.

As the seller refused to refund the payment and the dispute remained unresolved, the Ghanaian buyer engaged Lawyer Larry Zhou from Landing (Shenzhen) Law Office to represent them in the case. After comprehensively reviewing the case materials, Lawyer Larry filed a lawsuit with the court in the seller’s jurisdiction, seeking a judgment for the refund of the RMB 2 million payment and associated losses.

The core of the case lay in the legal principle that the principal place of business of a legal entity can be deemed its habitual residence, serving as a connecting factor for determining the applicable law in this case. Through on-site visits, inquiries, and evidence collection, Lawyer Larry demonstrated that the Hong Kong company had no substantial operations in Hong Kong, while its contact persons, website addresses, and contract addresses were all located in Tianjin.

The key significance of this case was that, by proving the seller’s Hong Kong company’s principal place of business was effectively in Mainland of China, the Chinese court was persuaded to apply mainland law and rule that the individual shareholder of the Hong Kong company should bear joint liability for the company’s debts.

Ultimately, the court successfully applied the provisions of the Company Law on the joint liability of sole shareholder in a one-person limited liability company, holding the individual shareholder liable for the debts.

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