Chapter 13 Chapter 12 Business Entrustment Contract Article 12 Item B
The meeting was enveloped in a gloomy atmosphere, two hours had passed, and no solution was proposed.Although everyone knew that new countermeasures would not be easily found, the meeting could not be ended.
"Obviously, this is a ruse by Nelson's side to abuse the contract, and it is an extremely bad disguise."
Lawyer Jishan, the hotel's legal adviser, brought up the conclusions that had been repeated just now.
"That's already clear. The question is what to do about their ruse. As a breach of contract, should the contract with Nelson be annulled immediately and Straussman fired? On that question , I want to hear the opinions of lawyers."
Shigeo Chikusa, the executive director, said sarcastically in an extremely unpleasant way.It is really unbearable for a defense lawyer like Jishan who usually only pays preferential consultant fees and does not work at critical moments.
"That's why I said it was a disguise." Jishan repeated slowly.
"For a long time, I have only heard your empty words without content. I don't understand whether you have discovered the facts or are you talking about things based on emotions? Foreign capitalists are absolutely dogmatic on the issue of contracts, and our current relationship How to immediately strip off its disguise and find out where the contract was violated?"
Under Chikusa's questioning, Yoshiyama took out his handkerchief in embarrassment and wiped the sweat from his forehead.
"No matter how you say it, you can entrust me with legal matters anyway. As for the way to deal with it, since I'm not in business, I can't say anything."
Jishan's self-esteem was hurt, and a very dissatisfied look appeared on his face.
"Mr. Yoshiyama is entrusted with the legal affairs. Now the contract of Nelson should be abolished immediately. Isn't this a rare opportunity to abolish the humiliating treaty? Manager, there is no need to hesitate any longer, immediately fire Straussman, and return Inohara Hotel to the In our hands." Executive Director Eisuke Kimoto stood up and said loudly, shaking his fist.He didn't want this marathon-like argument to continue without end.
The attitude of the Toto Expressway Dentetsu faction centered on Eisuke Kimoto is very tough.
On the contrary, Chikusa sent by Tozai Bank took a negative attitude.They emphasized that if there is no sufficient legal basis and only adopt strong means to unilaterally dismiss the general manager, once they lose in court, they will be fined and compensated for huge losses.
As a director sent by the bank, he naturally had to take a negative attitude towards this matter.And they very much hoped that Jishan's legal counsel would give some insight, but Jishan did not give any clear explanation on the business issues.
The meeting lasted for more than two hours. The Qiancao faction, the Mumoto faction, and Ji Shan all held their own opinions and could not agree on what to do.
The incident was caused by the contract signed between Inohara Xinghei's father Ruyoshi and Nelson's company.
At the beginning of the construction of Inohara Hotel, the buildings and shares were controlled by Inohara, but the business and personnel rights were entrusted to Nelson International Corporation of the United States with a contract period of 20 years.
As a business commission fee, Inohara must pay Nelson 5% of his annual income regardless of the profit or loss in the first five years. Kimoto once proposed that this is a humiliating contract and an unreasonable condition.But Rukichi Inohara had his own plan. Considering Nelson's reputation and the joint number of the World Hotel, he thought that paying such a small commission fee was insignificant.
But after the opening, Liuji's previous plan was completely in vain.
First of all, the number of tourists introduced by Nelson World Hotel Network is far lower than the expected number.In addition, there are many free and preferential guests who are closely related to Nelson, and the group guests of the Nelson joint company also enjoy special preferential treatment, so the sales amount cannot see an increase in the ratio of the number of passengers.The ensuing chain reaction is that the ratio of food and beverage income, which must account for 70% of the total sales, has decreased.
It's really impossible to steal a chicken, and it's a handful of rice.The big tree that Zhu Yuan was leaning against not only did not give him any shade, but instead became a stumbling block that blocked his way of making money.
The budget results showed that the construction cost exceeded the originally planned 20 billion yen and reached 25 billion yen.The daily interest payment alone is nearly 10 million yen.Even if all the rooms are full, the daily income is only 14 million yen, and the interest that needs to be paid has to be covered by more than 70% of the rooms.Moreover, the 70% does not include free passengers and preferential treatment passengers related to Nelson.
However, the more fatal blow is that, as the parent company of the Inohara Group, each line of the Toto High-speed Electric Railway has conflicts with the lines of other companies. .
Therefore, if the new restaurant, which has poured all the assets accumulated over the past few decades, does not make money, it may lead to the complete collapse of the Inobara Group.
Just at this juncture, NI Corporation suddenly announced that it has merged with WWA (International Airline), a large accountant of the American aviation industry.
N·I Company has long considered the plan of cooperating with powerful airline companies, the reason is the global travel fever that is sweeping the world.The total number of tourists in the world reached 350 million in 1970, and it is predicted that more than 500 million people will request to travel around the world by air in 1974.Within a few years, an estimated one-sixth of the earth's population will travel by air.Passenger planes are also constantly becoming larger, entering the era of jumbo jets that can transport three to four hundred passengers.
Under the impact of such an unprecedentedly prosperous tourism industry, the airlines have also launched a fierce competition. Most tourists hope that they can stay in the reserved hotel after getting off the plane.To cater to this need, many airlines cooperate with hotels to attract more passengers.
Likewise, many discerning hoteliers have seen the momentum, and they are allied with airlines around the world, which can ensure a steady flow of passengers and thus reap greater profits.As a result, many hotel industries and aviation industries have become "mandarin duck" industries that "love each other" and are inseparable.
Combining with WWA company has been the long-cherished wish of NI company for many years. NI company hopes to be as beneficial to itself as possible in terms of merger conditions, so it proposes that Inobara Hotel, the largest in the East, should be incorporated into its own joint name before the merger.
Tokyo is the bridgehead of Japan, and the significance of building a premier hotel here is of great significance. It is with this intention that Nelson persuaded Rukichi Inohara.
The merger of N·I Company and WWA Company was carried out under extremely covert and secret circumstances.Even at the time of the merger, they remained tight-lipped and did not disclose any news to Inohara.
Inohara Hotel's parent company, Toto High-speed Electric Railway, is also a major shareholder in Japan's aviation industry. WWA Corporation is actually their competitor. How can they bear the shame and humiliation of handing over the hotel they have heard of to their rivals?
Inohara was irritated, and Article 12A of the business entrustment contract signed with N·I Company stated that "without the prior written permission of the other party, the parties concerned shall not arbitrarily use this contract and the rights arising therefrom in any form." special treaty such as alienation or transfer to another".According to this provision, arbitrary mergers are of course also prohibited.
The hardliners, headed by Executive Director Kimoto, firmly grasped this clause as an excuse and insisted on abolishing this humiliating condition in one fell swoop.
On the contrary, Chikusa's executive director advocated that the reservation clause in Article 12, Item B should be carefully discussed before handling it.
Item B that is the focus of the question is:
"However, this does not apply to subsidiaries owned by the original parties themselves or their affiliated companies and completely dominated."According to this provision, it is free to transfer the rights to the subsidiary company.
Here you can see the gimmicks played by N·I Corporation and WWA Corporation when they merged.
Before the merger, the treacherous N·I company first formed a 100% invested subsidiary of the same name, and after selling out all tangible and intangible assets, it merged with WWA company as an empty shell parent company.On the surface, N·I Company still exists, but its entity no longer exists, and the business entrustment has been transferred to WWA Company in essence.
Inohara finally found out that he had been deceived.But at this time, even if Inohara turned into an angry wild horse, it would be difficult for him to break free from this carefully woven net.
The saving clause in Item B of Article 12 became a serious concern for Pai Chicasa.He said: "The old Nelson transfers all the rights to the new Nelson, and it is possible to apply the clause B. If it is applicable, the other party does not need to obtain the consent of the original pig."
Although Yoshiyama once pointed out that N·I Company abused the contract to hide it maliciously, but this is an emotional argument after all, and what N·I Company did is legally effective.The transfer of all rights from the old NI company to the new NI company is enough to constitute evidence of deceiving Inohara, but the contract itself cannot lose its validity.
Lawyer Jishan said that N·I Company was a deceitful and disguised act, but did not determine that the contract was invalid.Because he couldn't be sure.
"Anyway, go all out." Jishan said.However, if he is entrusted to appear in court, once he fails in court, the defense lawyer will not pay the fine instead. At that time, Inohara will have to pay for it himself.
"How does the manager think about it?"
"Ask the manager to comment."
The participants were exhausted, and Kimoto and Chikusa turned their attention to Inohara Xinghei at the same time.
Inohara Xinghei has been sitting there absent-mindedly in a daze all the time, he seems to be listening to everyone's discussion, but the sudden greeting of two important figures wakes him up.
For Inohara, although this matter belongs to his own company, he is not interested in it. For him, it doesn't matter what it is.At the beginning, he still had the ambition to turn his father's "kingdom" into his own "kingdom", but recently he began to realize that this is an unrealistic luxury.The father's "kingdom" is not so easy to change.
In short, everything left by his father is his own and not his own.After his father died, every time he decided on an important matter, he always felt that his father's ghost still reigned over him.The greater the father and the more property he bequeathed, the more he felt small and incompetent.
"Now, breaking up with Nelson depends on the courage of the young manager."
I don't know whether it was inadvertently slipping out of the mouth, or deliberately provocative, Mu Ben suddenly added a sentence.
Inohara silently scanned the crowd, and finally made up his mind: "Fire Straussman immediately!"
There was a commotion in the venue.Although it is the successor manager, it is the words of the decision maker after all.The marathon meeting is finally over.In Inohara Xinghei's view, there was no need for this meeting to be held in the first place.
On June 1, Inohara-Nelson Hotel fired Straussman, the general manager dispatched by Nelson, and the name of the hotel was changed to Inohara-Sky Hotel.
Manager Xinghei Inohara announced that in view of the perfidious act of merging N·I Corporation with WWA Corporation, the business entrustment contract was abolished.
The aftermath was handled quickly and thoroughly.On June 1, Nelson's name was abolished from everything from silverware and tableware to envelopes and matches.At noon on June 1st, the operator of the telephone exchange reported the new name of "Inohara Sky Hotel", which surprised the guests.
Inohara gave N·I Company two weeks to request that N·I Company cancel the merger with WWA Company and return to the original state.However, the deadline has passed, and there is no sincere reply from N·I Company, so decisive action is taken.
Inohara's decision caused an uproar in the public opinion circles.In particular, those industrial circles who are afraid of foreign capital's liberalization offensive applauded, and broadcasting agencies also praised this courageous move.
On the third day, Inohara applied to the Tokyo District Court for a temporary disciplinary order prohibiting the general manager of the Inohara Nelson Hotel and all staff dispatched by N·I Company from entering.
However, the N.I company is not easy to mess with. In the face of Inohara's fierce offensive, they really used Article 12 B as a shield, pointing out that the merger with WWA company did not violate the contract, and proposed to the court to cancel the Inohara side. Application for interim disposition to obstruct business.
As expected, a court case was inevitable.
"How about it, is it too much to bear? I don't think your defense in court will prevail!" Shinagawa said, looking at Yoshiyama smugly.
Yoshiyama, who has always been arrogant, was like a mouse after seeing a cat in front of Shinagawa, he shrugged helplessly.
"My judgment can't be wrong. But what do Kimoto and Manager Inohara think now?"
"Of course Mu Ben has ulterior motives. It seems that his wife has given him some ideas behind his back."
"That's right! For the successor manager, it seems that he didn't intend to do it at all, so it's not surprising that the concubine's daughter has evil intentions."
Shinagawa smiled lightly, this short and sharp smile showed his calmness and thoroughness in observing the problem.Although he is close to seventy-seven years old, his vigor is still undiminished.Most of his energy in this life has been spent on the study of people calculating each other.
"So Kimoto's work is going well?"
Tetsuro Asaoka, who was beside Shinagawa, interrupted in high spirits.
"Everything went according to plan. After driving Inohara out, he was promised to be the manager. In order not to let the successor manager lose his fortune, Ruyoshi properly distributed all the shares to the same clan. However, these shares were all under Kimoto's rhetoric. After being bribed, they never dreamed that all these funds came from you, Asaoka!"
"It never occurred to them that Mr. Yoshiyama is a disciple of Mr. Shinagawa! With Mr. Yoshiyama as the legal counsel of Inohara Hotel, this battle will undoubtedly be won."
"The Tokyo District Court will make a ruling in a few days, and Inohara will fail in all likelihood. At that time, N·I will demand a huge amount of compensation from Inohara. And the cost of changing the company name will be useless Not only are all the changed imprints from furniture to matches scrapped, but also Nelson’s brand name has to be restored. This cost is an inestimable huge amount of money! After such a toss, the pig’s original restaurant must be severely damaged. Take advantage of this If we have the opportunity, we can transfer all the stocks we bought. At that time, there will be a good show between Inohara and Kimoto! Haha."
Yoshiyama smiled, and his smile was not entirely ingratiating to Shinagawa and Asaoka.His large eyes, so bright and almost blank, were full of grim, cunning, and triumphant contentment, reminiscent of an eagle tearing a bird that falls under its claws. look.
The place where these three people gathered was a secret room in the Hakone Yamanaka Hotel bought by Asaoka.Here they plotted painstakingly, like hunters with wide-eyed eyes on the large and beautiful prey that came within range.
Tetsuro Asaoka has been feuding with Rukichi Inohara for nearly a decade.
Since the purchase of the Denen Express Electric Railway, it has become a tit-for-tat enemy.Then, in the comprehensive development along the line, they competed more fiercely, which can be said to be in the financial circles.
Asaoka had also anticipated the promising prospects of the entertainment and tourism business, so he spent a lot of money to buy hotels one after another.Just when he deliberately created the first.When the big hotel was jointly established, Inohara suddenly cooperated with the American N·I Company to build the largest hotel in the East. Losing the initiative in the same industry is nothing more than gouging out Asaoka's heart and soul. In addition to resentment, he made up his mind to build a big hotel commensurate with the strength of Asia Singyes.This is not just angry with Inohara, but considering the serious shortage of hotels in the Tokyo area, there is still plenty of room for wedge.Just as he was carefully planning and preparing to start construction, Inohara suddenly died.This was a godsend opportunity, and he decided to redo his plan and simply eliminate his competitors for many years.
The simplest theory of governing a joint stock company is to hold a majority of the shares.In Japan, where securities are democratized and shares are highly dispersed, holding 20% of the shares is the major shareholder.It is much cheaper to control the management through shares than to build a new hotel.
Although Rukichi Inohara established the Monopoly Prohibition Law during his lifetime, he only properly distributed the shares to his relatives in name, but in fact almost all the shares belonged to himself.However, once he passed away, this nominally dispersed shareholding became a reality.This is one of Ruyoshi's precautionary measures.Even after his death, the "kingdom" he created with painstaking efforts would not be casually dismantled by a specific bereaved family.The shares held by Xingping in name are the most among the scattered shares, but among all the shares, they are negligible.Even if Inohara Xinghei is chaotic and inactive, the Inohara Group itself cannot be easily defeated.
The shrewd Ruyoshi never expected that this would be an opportunity for Asaoka Tetsuro. When the Inohara survivors were arguing with each other, he quietly reached in and collected all the shares.
The dispute between the Inohara Group and Nelson was something Asaoka could only wish for.Those involved are confused, but the bystanders are clear. From Asaoka's point of view, Inohara's unilateral split with Nelson is nothing but sentimental and untenable in law.
Indeed, smart people can see that N·I Company cleverly merged with WWA Company within the scope of the contract, and there is indeed an abuse of contract, which can be said to be an extremely vicious conspiracy.As long as Inohara studies the contract calmly, he can expose this conspiracy and take the opportunity to ease the humiliating conditions.For Inohara, this is indeed a golden opportunity to change the contract.The sad thing is that Inohara was foolishly blinded by his emotions, and he didn't grasp the legally tenable handle, so he missed the good opportunity.How did the naive young people know that in order to prevent Inohara from discovering the loopholes in the contract, Shinagawa's disciple Yoshiyama cleverly played a provocative role in the middle, making them fall into the trap carefully set up by Asaoka in a daze.
For Asaoka, it doesn't matter whether you're entrusting business to N·I Corporation or sending it under the WWA umbrella.The key point is that as long as he firmly grasps the fat of Zhuyuan Hotel's shares, he will not worry about not being able to swallow it.
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