Recently, LegalOne, a globally renowned legal services rating and research organization, announced that the “futures trading dispute case” handled by attorneys Sun Yanhui and Liu Yang has been awarded the LegalOne Merits rating.
Case Overview
This case stems from a civil dispute involving a transaction that was nominally a sale but was in fact a futures brokerage transaction. In April 2019, a trading company commissioned the client in this case to conduct futures trading. The parties established a cooperative relationship by signing documents such as the “Thermal Coal Sales Offer” and the “Coal Purchase and Sale Contract,” agreeing that the trading company would provide standard-compliant thermal coal for futures delivery and pay a performance guarantee deposit. The client entered the market and executed trades in accordance with the trading company’s instructions. After successful matching, because the trading company failed to provide the physical coal as agreed, the client was instructed to procure coal from two other coal companies for delivery. Subsequently, because the quality of some of the procured coal did not meet standards, the client paid liquidated damages to the buyer in advance, resulting in losses of approximately 16 million yuan and corresponding capital occupation costs.
Previously, a final judgment in a separate case had already ruled the parties’ futures brokerage contract invalid. The principal had previously filed a lawsuit under the agency contract dispute framework seeking compensation from the trading company, but the claim was dismissed because the legal relationship asserted did not align with the court’s findings. Subsequently, the principal filed another lawsuit based on the futures brokerage contract. The court of first instance ruled against the principal on the grounds that there was no legal causal relationship between the losses and the trading company. After review, the appellate court reversed the decision and ordered the trading company to bear 50% of the liability for compensation. The trading company contested this revised judgment and applied to the Supreme People’s Court for a retrial, citing “lack of causal relationship between the losses and the trading company, forgery of the ‘Letter of Authorization,’ procedural violations, misapplication of the law, and the existence of duplicate litigation.” Facing the risk of having their victory overturned and state-owned assets compromised, the client retained our firm’s attorneys to represent them in the retrial proceedings.
Challenges of Representation
[Multiple Grounds for Retrial and Significant Defense Pressure] The trading company raised a multitude of grounds for retrial, covering critical dimensions such as factual findings, the admissibility of key evidence, the legality of litigation procedures, the application of legal rules, and the determination of duplicate litigation. These issues involved specialized legal matters, including the specific rules of futures trading and the allocation of liability for invalid contracts, requiring a detailed analysis and precise response to each point.
[Sharp Disputes Over Core Evidence, Critical to Case Outcome] The trading company directly alleged that the “Letter of Authorization” was forged, backdated, and had not been subjected to cross-examination, attempting to negate the core fact of the commissioned procurement. Simultaneously, it denied the causal relationship between the losses and its own actions. The determination of the validity of this core evidence became the decisive factor in the case’s outcome.
【Complex Legal Relationships, Rigorous Application of Legal Logic】This case requires clarifying the boundaries of liability allocation following the invalidation of a futures brokerage contract, accurately distinguishing between fault in contract formation and fault in performance, and precisely applying specialized provisions such as the “Provisions of the Supreme People’s Court on Several Issues Concerning the Trial of Futures Disputes.” It demands a high degree of professionalism and logical rigor in the application of the law.
Key Points for Lawyers Handling the Case
[Comprehensive Review of Case History, Construction of a Closed-Loop Chain of Evidence] Upon our firm’s intervention, with the protection of state-owned assets as the core objective, we conducted an in-depth review of all materials from the first-instance, second-instance, and related cases. We comprehensively organized evidence—including WeChat chat records, the “Coal Purchase and Sale Contract,” the “Letter of Authorization,” transaction vouchers, and effective judicial documents—to construct a chain of evidence. We focused on extracting key content from the WeChat chat records regarding transaction instructions, sourcing of goods, procurement communications, and awareness of losses. By combining this with the fact established in the final judgment that “the futures transactions in question were conducted pursuant to the instructions of a certain trading company,” we solidified the direct causal relationship between the losses and the trading company.
[Targeting Core Disputes and Defending the Validity of Key Evidence] Regarding the Letter of Authorization—the focal point of the dispute—the attorney mounted a defense from both procedural and substantive perspectives: procedurally, it was clarified that the Letter of Authorization had been fully cross-examined during both the first and second instances, and the trading company had raised no objection to the authenticity of its seal; therefore, the claim of “forgery” or “lack of cross-examination” raised during the retrial phase was severely inconsistent with the facts; On the substantive level, by referencing the prior agreement between the parties as evidenced in WeChat chat records, the lawyer demonstrated that the “Letter of Authorization” constituted the Trading Company’s subsequent written ratification of the fact of the commissioned procurement. This aligns with the commercial practice of “performance first, confirmation later,” and since its content fully corresponds to the actual performance, it should be deemed authentic and valid.
[Precise Interpretation of Legal Provisions, Clarification of Liability Boundaries] The attorney conducted an in-depth analysis of relevant legal provisions and addressed each of the trading company’s arguments—such as “confusion regarding the type of fault” and “failure to prioritize special provisions”—one by one: On the one hand, it was clarified that the losses in question were actual losses incurred by the principal based on reliance on the validity of the contract, falling within the scope of compensation for losses following the invalidation of the contract. The trading company’s failure to provide the physical goods as agreed was the fundamental cause of the losses, and there was a causal relationship between the losses and its actions; On the other hand, the lawyer pointed out that the second-instance judgment’s application of Article 3 of the “Provisions on Several Issues Concerning Futures Disputes” was consistent with the nature of the case. Even if Article 15 of those provisions were applied, since the client traded in accordance with instructions, the trading results and losses should still be borne by the trading company, thereby effectively refuting the opposing party’s objections regarding the application of the law.
