Delta Law Expat Services Desk ｜ Supreme People's Court 最高人民法院, typical case batch released 2025-08-07
- Case name 案例名称：孟加拉国何某与陈某买卖合同纠纷案 (sale of goods dispute between a Bangladeshi trader and a Chinese trader)
- Case number 案例编号：最高人民法院《第二批涉外商事海事调解典型案例》案例四，2025 年 8 月 7 日发布，本批共 6 件
- Effective judgment 生效裁判：官方发布文本未载明案号；官方载明二审法院为广西壮族自治区南宁铁路运输中级法院，办案主体为中国—东盟自由贸易区南宁国际商事法庭
- Keywords 关键词：官方案例标题载明「引入“商事调解+行枢辅调” 依托诉仲调“一站式”联动机制化解涉外纠纷」
- Provisions cited officially 官方载明的相关法条：官方发布文本未载明任何条号；本页所引条号均为现行规则提示
- Why this case 为什么选它：Cross-border trading between individuals now happens almost entirely in chat apps. This published case shows what a Chinese court does when the entire contractual relationship exists in message threads and nothing else.
1. The facts as officially published 基本案情
2021年11月，孟加拉国商人何某通过微信向中国商人陈某购买手机屏幕，并支付了绝大多数货款。陈某仅交付部分货物后，因何某支付的部分款项被我国公安机关冻结，陈某以此为由拒绝继续发货。而陈某已交付的部分货物经鉴定存在质量问题，何某通过中间人退还陈某存在质量问题的货物。后何某向陈某主张返还已支付货款未果，遂诉至法院，请求陈某向其返还货款及资金占用利息。一审判决陈某返还除已交货的货款及利息。陈某不服提起上诉至广西壮族自治区南宁铁路运输中级法院，认为其未继续发货存在客观原因，不应当返还货款和支付利息，请求继续履行合同。
In 2021-11 a Bangladeshi trader bought mobile phone screens from a Chinese trader through WeChat and paid the great majority of the price. After delivering only part of the goods, the seller refused to ship further goods, relying on the fact that part of the sums the buyer had paid had been frozen by Chinese public security organs. The part of the goods already delivered was found on examination to have quality problems, and the buyer returned the defective goods to the seller through an intermediary. The buyer's demand for return of the price already paid was not met, and the buyer sued for return of the price and interest for the use of the funds. At first instance the seller was ordered to return the price other than for the goods already delivered, together with interest. The seller appealed to the Nanning Railway Transport Intermediate Court in the Guangxi Zhuang Autonomous Region, arguing that there were objective reasons for not shipping further goods, that the price and interest should not be returned, and asking for the contract to be performed.
Unofficial translation; the Chinese text as officially published prevails.
Strip the case back and there are three separate disputes inside one file. Whether a contract existed at all, and on what terms. Whether the seller was entitled to stop shipping. And what to do about the goods that were delivered and turned out to be defective. Each has a different answer and a different burden of proof, and the buyer had to win all three to get the money out.
The paperwork position is what makes it worth reading. There was no signed contract. What there was, on the official account, is a chat history spread across time, plus payments, plus a return of goods routed through an intermediary. That is the ordinary shape of small cross-border trade, and it is also the shape of a file that is expensive to prove.
2. The official holding 裁判要旨（官方原文）
由于本案双方并未签订书面买卖合同，其权利义务关系散见于不同时段又纷繁琐碎的微信聊天记录中，且合同履行还涉及我国相关政策等，案件存在“一案结、多案生”的风险。
三是善用“穿透式”审理思维，一揽子实质化解纠纷。为防止“案结事未了”情形发生，合议庭在充分考量各方真实利益需求的基础上，向当事人详细阐述法律规定、潜在诉讼风险以及后续跨国执行问题，促成双方当事人就货款归还、货物返还、违约责任等事项达成一揽子和解协议，该案最终得以圆满高效化解。
Because the parties had not signed a written sale contract, their rights and obligations were scattered across fragmentary WeChat message records from different periods, and performance of the contract also involved relevant Chinese policy, so there was a risk that closing one case would generate several more. Third, applying a look-through approach to the hearing in order to resolve the dispute comprehensively. To avoid a case being closed while the matter remained unresolved, the panel, having fully considered the parties' real interests, explained to them the legal provisions, the potential litigation risks and the question of subsequent cross-border enforcement, and brought them to a package settlement covering return of the price, return of the goods and liability for breach, so that the case was resolved.
Unofficial translation; the Chinese text as officially published prevails.
The phrase worth holding on to is cross-border enforcement. A judgment against a Chinese seller is enforceable in China without much difficulty; a judgment for a foreign buyer that has to be taken anywhere else is a different project. The panel put that on the table as a reason to settle, and a foreign claimant should do the same arithmetic before deciding whether to press for judgment.
南宁国际商事法庭在涉外民商事纠纷诉仲调“一站式”联动解决平台基础上，首次融入“行业专家指导”要素，形成了三员共调——“法官+商事调解员+行枢辅调员”解纷新局面。该模式以引入行业专家的路径，弥补了商事调解中对特定行业领域专业知识掌握不足的缺陷，切实提升了调解的有效性。
The published note records that the international commercial tribunal added an industry-expert guidance element to its one-stop platform linking litigation, arbitration and mediation, producing a three-participant mediation format of judge, commercial mediator and industry-liaison assisting mediator, which addressed the gap in specialist industry knowledge in commercial mediation and improved the effectiveness of mediation.
Unofficial translation; the Chinese text as officially published prevails.
For a foreign party the practical reading of that format is about trade custom. Where the deal was struck in shorthand — model codes, grades, shipping terms used loosely — someone has to tell the tribunal what those words mean in the trade. If nobody does, the tribunal will construe them on its own reading of the messages, which is rarely the reading either merchant had in mind.
3. Practical guidance 律师实务提示
A chat history is a written contract, so treat it like one. 《中华人民共和国民法典》第四百六十九条 provides that a contract may be in written, oral or other form, and that a data message — including electronic data interchange and email — which tangibly expresses its content and can be retrieved and consulted whenever required is regarded as written form. The exposure is therefore not formality; it is completeness. Export the full thread rather than screenshots of the good parts, keep the account identifiers that show who was speaking, and preserve the payment records that sit alongside the messages.
Understand what a refusal to ship has to be built on. 《中华人民共和国民法典》第五百二十六条 gives a party whose performance falls second the right to refuse where the party performing first has not performed, or to refuse correspondingly where that performance did not conform to the agreement. The question is therefore whether the counterparty is in default of an obligation that has fallen due. Difficulty in receiving or using funds, arising from a third party's act, does not by itself convert the payer into a defaulting party. The official release does not record how this argument was decided in the case, and nothing here should be read as a view on that.
Split the defective goods from the undelivered goods. 《中华人民共和国民法典》第六百一十七条 routes non-conforming quality to the general remedies for breach. Returned goods, price refunds and damages for non-delivery are three separate columns; a settlement that merges them into one number is harder to enforce and harder to explain later.
Finally, check the forum before you draft the claim. 《中华人民共和国民事诉讼法》第二百七十六条 sets out the connecting factors that let a Chinese court hear a foreign-related claim, and a package settlement recording price, goods and liability is generally easier to convert into money than a foreign judgment would be.
4. What this means in your situation 把要点落到你的处境
第四百六十九条 当事人订立合同，可以采用书面形式、口头形式或者其他形式。书面形式是合同书、信件、电报、电传、传真等可以有形地表现所载内容的形式。以电子数据交换、电子邮件等方式能够有形地表现所载内容，并可以随时调取查用的数据电文，视为书面形式。
第五百二十六条 当事人互负债务，有先后履行顺序，应当先履行债务一方未履行的，后履行一方有权拒绝其履行请求。先履行一方履行债务不符合约定的，后履行一方有权拒绝其相应的履行请求。
第六百一十七条 出卖人交付的标的物不符合质量要求的，买受人可以依据本法第五百八十二条至第五百八十四条的规定请求承担违约责任。
Civil Code, article 469: a contract may be concluded in written, oral or other form; written form means a contract instrument, letter, telegram, telex, facsimile and other forms capable of tangibly expressing the content; a data message, such as electronic data interchange or email, which can tangibly express its content and can be retrieved and consulted whenever required, is regarded as written form. Article 526: where the parties owe each other obligations to be performed in sequence, the party performing second may refuse the other's demand for performance if the party performing first has not performed, and may correspondingly refuse where that performance did not conform to the agreement. Article 617: where the subject matter delivered by the seller does not meet the quality requirements, the buyer may claim liability for breach under articles 582 to 584 of this Law.
Unofficial translation; the Chinese text as officially published prevails.
| What the official release records | What it turns on | What it means for you |
|---|---|---|
| No written sale contract; rights scattered across message records | Completeness of the thread, not its form | Export the whole history with account identifiers, not selected screenshots |
| Part delivery, then refusal to ship | Whether an obligation had fallen due unperformed | Pin down the payment schedule and delivery dates in the messages |
| Delivered goods examined and found defective; returned through an intermediary | Proof of return and of the defect | Document the examination and the return route at the time, not later |
| Risk of one case generating several | Multiple claims from one relationship | Plan a single package rather than a sequence of small claims |
| Package settlement covering price, goods and breach | Enforceability across borders | Keep the three columns separate inside one instrument |
- Misconception: without a signed contract there is nothing to sue on. In fact: the official 调解方法及结果 records that in 本案 the parties' rights and obligations were 「散见于不同时段又纷繁琐碎的微信聊天记录中」 and the claim proceeded.
- Misconception: a first-instance win ends the matter. In fact: the official 基本案情 records that in 该案 the seller 「不服提起上诉」 and asked for the contract to be performed.
- Misconception: accepting defective goods waives the point. In fact: the official 基本案情 records that in 本案 the buyer 「通过中间人退还陈某存在质量问题的货物」, and separately records the first-instance outcome as 「一审判决陈某返还除已交货的货款及利息」. The official text does not state how the return bore on that outcome.
- Misconception: a package settlement is a soft outcome. In fact: the official text records that in 该案 the panel explained 「后续跨国执行问题」 before the parties settled on price, goods and liability together.
- The Chinese rules that apply to you
- Published cases involving foreign nationals
- Money, investment and tax for foreign nationals in China
- Suing in Urumqi Without Coming to China: Video-Witnessed Authorisation and an Online Settlement (forthcoming in this batch)
- Rejecting Equipment That Does Not Match the Contract: A Foreign Buyer's Procedural Route in a Chinese Court (pending publication)
- ① 最高人民法院《第二批涉外商事海事调解典型案例》案例四《孟加拉国何某与陈某买卖合同纠纷案》，2025 年 8 月 7 日发布，本批共 6 件，官方页 https://www.court.gov.cn/zixun/xiangqing/473101.html 。
- ② 生效裁判：官方发布文本未载明案号；官方载明二审法院为广西壮族自治区南宁铁路运输中级法院，办案主体为中国—东盟自由贸易区南宁国际商事法庭，一审法院官方未载明，本页不补。当事人只写「孟加拉国商人何某」「中国商人陈某」，本页照录。
- ③ 本页引用《中华人民共和国民法典》第四百六十九条、第五百二十六条、第六百一十七条。三条均为官方发布文本未涉及的现行规则，本页仅作提示，不是本案的裁判依据。2020 年 5 月 28 日第十三届全国人民代表大会第三次会议通过、2021 年 1 月 1 日施行，官方页 https://www.court.gov.cn/zixun/xiangqing/233181.html 。
- ④ 本页引用《中华人民共和国民事诉讼法》第二百七十六条（Civil Procedure Law, article 276），同为官方发布文本未涉及的现行规则提示，依 2023 年 9 月 1 日通过、2024 年 1 月 1 日施行的修正合并本，官方页 http://gongbao.court.gov.cn/Details/886331ece0f6611a370642e89f08c6.html 。
- Status and timing note 效力与时点提示：本案为最高人民法院发布的典型案例，供审判参考，不具有指导性案例的参照效力；in English, it is published for reference and does not carry the effect of a guiding case. 官方发布文本未载明任何条号，本页所引条号一律为现行规则提示；官方亦未载明法院对『款项被冻结』这一抗辩的认定，本页第三节就先履行抗辩权所作说明仅为条文构成的一般性解读，不是对本案的评价。程序性事项 subject to the current published requirements of the accepting authority。
- 本页案例引自官方公开发布，非本所承办案件展示，不构成对具体个案的法律意见。This case is drawn from an official public release and is not a showcase of matters handled by this firm, and does not constitute legal advice on any specific case.
This article is general legal research and does not constitute legal advice; by law, a law firm may not guarantee case outcomes. 本文为一般性法律研究，不构成法律意见；依据法律规定，律所不得承诺办案结果。
