Case Background
This Firm represented a US intellectual property service agency (Plaintiff) in a cooperation agreement dispute with a Chinese counterpart agency (Defendant). The parties signed a tiered cooperation agreement in 2005:
- Initial Phase: Business revenue distributed 1:1, with the US party responsible for client liaison and payment collection.
- Formal Phase: Profit-sharing ratio to be renegotiated after transition (never actually initiated).
After two years of cooperation, the Chinese party unilaterally sent a notice terminating the agreement. The US party claimed damages for lost anticipated profits, while the Chinese party counterclaimed for unpaid fees.
Case Difficulties
- Dispute over Agreement Validity: Chinese party claimed a right to terminate at will; US party claimed breach of contract damages.
- Difficulty Calculating Anticipated Profits: Lack of profit-sharing standard due to the Formal Phase not being initiated.
- Defects in Cross-Border Evidence:
Counterclaim lacked supporting fee settlement documents.
Email records could not conclusively prove the debt. - Risk of Trade Name Confusion: Infringement determination regarding continued use of the English trade name after termination of cooperation.
This Firm's Service Highlights
1.Precise Qualification of Contract Termination Right:
- Argued the existence of a right to terminate at will for indefinite-term contracts (Article 94, Contract Law).
- Refuted the “anticipated profits” claim: Formal Phase clauses never took effect.
2.Breaking Down Counterclaim Evidence System:
- Cited Article 2, Evidence Rules: Locked onto the Chinese party’s failure to provide original settlement vouchers.
- Isolated the probative value of email evidence (did not reflect mutually confirmed debt agreement).
3.Isolating Trade Name Infringement Claim:
- Clarified the legal boundary between the cooperation agreement and trademark ownership.
- Advised pursuing intellectual property infringement claims separately (avoiding procedural confusion).
4.Refuting Exclusive Agency Relationship:
- Demonstrated non-exclusive cooperation through agreement text (Article 1(b)).
- Chinese party diverting business to others did not constitute breach.
Case Results
1.Core Claims Fully Dismissed:
- Plaintiff’s RMB 3.7 million anticipated profit claim dismissed.
- Defendant’s RMB 420,000 agency fee counterclaim dismissed.
2.Rigid Allocation of Procedural Costs:
- Plaintiff bore RMB 37,000 lawsuit acceptance fee.
- Defendant bore RMB 4,242 counterclaim acceptance fee.
3.Legal Characterization of Cooperation Model:
- Confirmed that non-activated clauses in “phased cooperation” agreements lack binding force.
- Established termination standards for indefinite-term cross-border cooperation agreements.
4.Resolution Path for Trade Name Dispute:
- Preserved legal space for separately pursuing trademark infringement claims.
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