论设立公司合同纠纷案件的认定及处理规则

“公司”的诞生必须经过创设阶段。公司成立前,设立公司的合同交易是由自然人实施的。这样便形成了设立人之间、设立人与未来公司之间、设立人与交易第三人之间,以及公司与交易第三人之间多重法律关系的复杂情形。因公司的法人格还不存在,所以公司的利益保护只能倚仗公司法上的强制规则来实现。解决公司设立阶段发生的合同纠纷,不能仅适用合同法的规定,还必须同时适用公司法的规定。本文结合公司实务操作,阐释了诉讼中常见的纠纷类型。

Identification of Contract Dispute Cases Arising from Companies under Establishment and Rules for Settling Them

As a commercial organization, the making of a company has to take a period of time. Prior to the establishment of a company, the contract business for the creation of the company is to be done by the natural person. Thus, the legal relationships become more complicated between incorporators, between incorporators and the future company, between incorporators and the third party that signs the contract, and between the company and the third party. Without the corporate entity, the company's interests can only be protected by the compulsory rules of the company law. Contractual disputes arising in the establishing period are to be solved not just according to provisions of the contract law, but those of the company law.From the perspective of the practical operation of the company, this article explains the types of disputes that often arise from actual litigation.