(2016)最高法民终802号

Gazette Case: Shenzhen Biaobang Investment Development Co., Ltd. v. Anshan Municipal Finance Bureau

Although a transfer contract for state-owned shares in a financial enterprise remains subject to approval by the competent authority, once the parties have reached clear agreement on the shares, price, and transaction path, the transferor must in good faith pursue the required approval. If the transferor unjustifiably refuses to apply for approval and instead resells the shares to another purchaser at a higher price, full expectation damages do not automatically follow, but the transferor may owe reliance losses, interest on the locked-up deposit, and a measured amount for lost transaction opportunity.

Holding

Although a transfer contract for state-owned shares in a financial enterprise remains subject to approval by the competent authority, once the parties have reached clear agreement on the shares, price, and transaction path, the transferor must in good faith pursue the required approval. If the transferor unjustifiably refuses to apply for approval and instead resells the shares to another purchaser at a higher price, full expectation damages do not automatically follow, but the transferor may owe reliance losses, interest on the locked-up deposit, and a measured amount for lost transaction opportunity.

Issues

approval requirements for state-owned shares in a financial enterpriseshare transfer contracts subject to regulatory approvalculpa in contrahendo for failure to seek approvalassessment of lost transaction opportunity