On February 17, the Supreme People's Court issued a typical case of judicial active and steady promotion of carbon peak and carbon neutralization. One of them is a contract dispute between a mining company in Guangxi and a cement company in Inner Mongolia. The details are as follows:
Guangxi Mining Company v. Inner Mongolia Cement Company and other contract disputes
[basic facts]
October 2019. A cement company in Inner Mongolia and a mining company in Guangxi signed the Agreement on the Transfer of Clinker Production Capacity Indicators (hereinafter referred to as the Transfer Agreement I), which stipulated that a cement company in Inner Mongolia would transfer the production capacity indicators of two cement clinker production lines to a mining company in Guangxi at a transfer price of 90 yuan/ton, totaling more than 124 million yuan. In November 2019, a cement company in Inner Mongolia and a third party, a cement company in Guangxi, signed the Agreement on the Transfer of Clinker Capacity Indicators (hereinafter referred to as the Transfer Agreement II), which stipulated that a cement company in Inner Mongolia would transfer the capacity indicators involved to a cement company in Guangxi at a transfer price of 118 yuan/ton, totaling more than 163 million yuan. As of August 2019, the parent company of a cement company in Guangxi applied to the People's Government of Xingbin District, Laibin City, Guangxi Zhuang Autonomous Region for land use for the project, and paid 142 million yuan for land use. Regarding the transfer of production capacity indicators between a cement company in Inner Mongolia and a cement company in Guangxi, the Bureau of Industry and Information Technology of Laibin City, as the competent department of the transfer-in place, agreed that the cement production capacity indicators involved in the case should be transferred to the city across provinces; the Department of Industry and Information Technology of Inner Mongolia Autonomous Region, as the competent administrative department of the transfer-out place, publicized and announced the transfer of production capacity indicators. In January 2020, a cement company in Guangxi paid a progress payment of 81.42 million yuan as agreed in the contract. Because a cement company in Inner Mongolia said that it would no longer perform the Transfer Agreement I involved in the case, a mining company in Guangxi appealed to the People's Court to order a cement company in Inner Mongolia to continue to perform the agreement.
[Judgment Result]
The Intermediate People's Court of Laibin City, Guangxi Zhuang Autonomous Region held in the first instance that the two agreements signed by a cement company in Inner Mongolia with a mining company in Guangxi and a cement company in Guangxi on the transfer of production capacity indicators did not violate the mandatory provisions of laws and regulations and were legal and effective. However, judging from the performance of the agreement, a cement company in Guangxi has not only paid the corresponding transfer payment as agreed in the contract, but also the replacement of cement production capacity between a cement company in Inner Mongolia and a cement company in Guangxi has been approved by the administrative departments of the places where the production capacity is transferred in and out, and has fulfilled the procedures of publicity and announcement. Both parties have actually fulfilled the Transfer Agreement II. Accordingly, the Transfer Agreement I signed by a cement company in Inner Mongolia and a mining company in Guangxi has been unable to continue to perform, and the court of first instance decided to reject the claim of a mining company in Guangxi. A mining company in Guangxi refused to accept and appealed. The Higher People's Court of Guangxi Zhuang Autonomous Region rejected the appeal in the second instance and upheld the original judgment.
[Typical significance]
The State Council's Action Plan for Carbon Peak by 2030 clearly States that new production capacity of steel and cement is strictly prohibited, and existing production capacity replacement is implemented; to optimize the industrial structure and accelerate the withdrawal of backward production capacity, it is necessary to promote the transfer of production capacity indicators from high energy consumption and high emission enterprises to low energy consumption and low emission enterprises. In practice, in order to implement the goal of industrial restructuring, the administrative departments of the transfer-out and transfer-in areas strengthen the supervision of capacity replacement through the procedures of examination and approval, publicity and announcement. In this case, the people's court respects the autonomy of the parties and confirms that the two transfer agreements are valid contracts according to law. At the same time, considering that the cement capacity replacement of the second transfer contract has been actually fulfilled and the first transfer contract has been objectively unable to be fulfilled, the transferee of the first transfer contract has been rejected in accordance with the law for the litigation request to continue to perform the contract, and the effective implementation of the capacity replacement policy has been guaranteed in accordance with the law to avoid the "deadlock" in the performance of the contract. It reflects the position and attitude of the people's court to support and maintain industrial policies in accordance with the law, promote the full performance of contracts in line with the capacity replacement policy, and provide strong judicial services for building materials and other related industries to carry out energy-saving and carbon reduction transformation and deep adjustment of industrial structure.
浙公网安备33010802003254号