In May 2023, a construction company won the bid for a rural environment improvement project commissioned by a town government. Subsequently, it signed an "Internal Construction Contract" with Ma, stipulating that Ma would undertake the entire project under a turnkey arrangement. Ma then entered into a "Subcontract" with Yin, assigning the paving work with square bricks to Yin. During construction, Yin signed a "Square Brick Sales Contract" in the name of the construction company with an environmental protection building materials firm, agreeing that the company would purchase 100,000 yuan worth of square bricks from the supplier, with Yin signing as the "representative" in the buyer's section of the contract.

Due to unpaid invoices, an environmental protection building materials company filed a lawsuit against Yin and a construction company, demanding they jointly pay the remaining amount of 70,000 yuan.

The construction company argued that it had never signed the "Brick Sales Contract" with the environmental protection building materials company, nor had it authorized anyone to sign on its behalf, and the contract bore no company seal, thus it should not bear the payment liability.

The court held that legally established contracts are protected by law. The "Square Brick Sales Contract," signed and sealed by Yin and a certain environmental protection building materials company, reflects the genuine intentions of the parties and is legally established and effective.

Regarding the issue of whether a certain construction company is liable for payment. First, the construction company did not affix its official seal on the sales contract, and the environmental building materials company failed to provide any evidence of negotiations or communications regarding the contract's formation or performance with the construction company. Relying solely on the printed name in the "purchaser" section of the contract is insufficient to establish the construction company as a contracting party. Second, although Yin signed the contract in the "purchaser" section under the title of "representative" of the construction company, Yin failed to present evidence proving that the signature was authorized or approved by the construction company, and the construction company explicitly disclaimed the sales contract. Based on the above analysis, the evidence submitted by the environmental building materials company is insufficient to demonstrate that Yin had the apparent authority to sign the contract on behalf of the construction company, nor does it constitute apparent agency. Therefore, the court does not adopt the environmental building materials company's claim that the construction company is the contracting party to the sales contract.

Regarding the payment liability of Yin. The construction company was the contractor for the project, and Yin was the construction worker. Although the square bricks delivered by the environmental building materials company were used in the project won by the construction company, the construction company did not stamp the sales contract. Only Yin signed and confirmed the contract on the buyer's side and had previously paid part of the payment in his personal name. These facts are sufficient to determine that Yin concluded and performed the sales contract in his own name. Therefore, as the counterparty to the sales contract, Yin should bear the responsibility to pay the remaining payment to the environmental building materials company.

In summary, the court ruled that Yin should pay the environmental protection building materials company 70,000 yuan for the goods, while dismissing the company's other claims. The judgment has now taken effect.

This article is reprinted from the official account "Shandong High Court," and we would like to express our gratitude!