EMPOWERED BY INVISIBLE STRENGTH

EMPOWERED BY INVISIBLE STRENGTH

—— COMMITTED TO THE GREATER GOOD ——

(I) Company B sued Company A for fleeing goods and selling drugs online, and assumed high damages for breach of contract. Our agency A should respond to the lawsuit to avoid high compensation of more than 8 million yuan.

(I) Company B sued Company A for fleeing goods and selling drugs online, and assumed high damages for breach of contract. Our agency A should respond to the lawsuit to avoid high compensation of more than 8 million yuan.

Case No.:(2024) Ji 0112 Min Chu No. 170

Case brief: Company A as the buyer, Company B as the seller to establish a long-term drug sales contract relationship, the sales contract agreed that Company A from Company B to purchase drugs, shall not be shipped outside the sales area or online sales. During the performance of the contract, Company B found that the same batch of drugs sold to Company A were sold online, so it filed a lawsuit against Company A, claiming that Company A should compensate more than 8 million yuan in liquidated damages. We acted as an agent for Company A and finally tried to compensate only 100,000 yuan, and urged both parties to reach an implementation settlement. Company B will no longer restrict Company A's drug sales area in the future.

The focus of the dispute in this case is: the terms of the Purchase and Sales Contract prohibiting the buyer from fleeing goods and selling on the Internet, and whether the Agreement on Anti-Hanging Disorder Price and Anti-Hanging Goods is valid; Whether Company A has any online sales behavior; The number of online sales; Whether the liquidated damages claimed by Company B are reasonable. In combination with the above-mentioned focus of the dispute, the two sides launched a heated cross-examination and debate. After two court hearings, the court grasped the following facts: Although the Agreement on Anti-hanging and Anti-fleeing Goods was submitted by Company B as evidence, Company B itself did not stamp and did not take effect; Company B did not prove its actual loss. And we point out that there are numerous flaws in the evidence that Company B attempts to prove that Company A has defaulted on the sale of the drug. In the end, the court could not support Company B's claim, and Company A recovered more than $8 million in losses.

Key points: This case involves the drug sales enterprises in the drug sales link often appear in the problem of goods, drug sales contract signing process, the seller often requires the buyer to "prohibit the goods, hanging net sales", in order to protect its seller's market.

On the question of whether similar anti-tampering clauses are invalid due to violations of the Anti-Monopoly Law and the Anti-Unfair Competition Law. There are theoretical differences, with two views. Viewpoint 1 holds that this clause is invalid. According to the provisions of Article 17 of the Anti-Monopoly Law, the act of dividing the sales market, fixing or changing commodity prices, and disrupting the order of the market economy is an act that violates the mandatory provisions of the law and is invalid, and The act of controlling drug prices may cause consumers to be unable to purchase drugs at reasonable prices and cause social problems; Viewpoint 2 believes that this clause is effective, pharmaceutical manufacturers have high research and development costs, production and sales costs, and their contractual agreements to limit sales areas and prices and stabilize the market are valid. Existing cases in practice tend to point two, that is, the prohibition of tampering provisions are effective.

Since judicial practice recognizes the validity of the prohibition of tampering clause, it is particularly important to design the obligation clause and the breach clause in the contract, and how to construct the transaction model between the buyer and the seller. In this case, Company B was grossly negligent when signing the Agreement on Anti-hanging and Anti-fleeing Goods, and its failure to affix its official seal led to the failure of the contract to take effect. In the setting of liability for breach of contract, Company B also failed to reflect the actual value of the drug in the contract, resulting in a mismatch between the liability for breach of contract and the actual loss, thus leaving it a dead letter.

Previous Page:

(II) agent A company v. B company sales contract dispute case, effective litigation preservation, the successful execution of the purchase price of more than 2 million yuan.

Next page:

None