[Original] Text/Xi Yan
In the script copyright transfer contract, if it is agreed that starting the script is the payment condition of the script transfer fee, it is uncertain whether to start the script. If the shooting plan is cancelled and the starting conditions are lost, what should I do with the balance?
Party A and Party B sign the Script Purchase Contract, stipulating that Party A will buy the literary script of TV series created by Party B, with a total remuneration of 1.8 million yuan, which will be paid in three times. After the contract is signed and all scripts are delivered by Party B, Party A shall pay 50% of the total remuneration to Party B within ten days, that is, 900,000 yuan; After Party B modifies the script according to Party A’s opinion and submits it to Party A for review and approval, Party A shall pay 30% of the total remuneration to Party B within 10 days, that is, 540,000 yuan; Party A shall pay Party B 20% of the total remuneration, that is, 360,000 yuan, within ten days before the start of the crew. On June 8, 2021, Party B delivered the script of TV series to Party A, and Party A paid the first payment of 900,000 yuan to Party B on June 28; 300,000 yuan was paid to Party B on December 28th, 2021. Since then, Party A has not paid any more. On June 15, 2022, Party A informed Party B that it would not be turned on in the near future. Is there any legal basis for B to sue A for paying the third remuneration?
The contract involved stipulated that "after Party B revised the script according to Party A’s opinion and submitted it to Party A for review and approval, Party A should pay 30% of the total remuneration to Party B within 10 days, that is, 540,000 yuan". After paying the first remuneration in full, Party A paid 300,000 yuan to Party B on December 28, 2021, which was actually the second remuneration paid by Party A to Party B. Although it was not full, it was also fulfilling the obligation to pay the second remuneration. A pays the second part of the remuneration, indicating that it recognizes the quality of B’s works. B has revised the script according to A’s opinion, and A has also finished reviewing it. The payment conditions for the second payment have been fulfilled, and Party A should pay Party B the second payment in full.
The point of dispute is whether A should pay the third remuneration. According to the contract involved, "Party A should pay Party B 20% of the total remuneration, that is, 360,000 yuan, within 10 days before the crew starts." Whether the TV series can start requires conditions, such as the availability of funds and the determination of actors. Strictly speaking, it is uncertain whether shooting can be started. If A has insufficient funds and unfavorable financing, the project may be aborted. Therefore, booting is a condition, not a deadline. Although there is an agreement in the contract to pay "within ten days before the crew starts up", this agreement is conditional.
The relationship between Party A and Party B is the transfer of script copyright. As the transferor, Party B not only delivered the script, but also revised it according to Party A’s requirements, which was also reviewed and approved by Party A, and Party B has fulfilled all obligations in the contract involved. However, since the startup time has not been determined and the startup conditions are not available, the attached conditions have not been fulfilled, and Party B has no right to ask Party A to pay the third remuneration. That is, according to the contract, Party A has the right to refuse the obligation of Party B to pay the third remuneration.
However, as mentioned above, Party B has fulfilled its obligations in the contract involved. The contract does not stipulate the starting time, nor does it stipulate how to deal with the remuneration if the shooting cannot be started or cancelled. How to protect the rights and interests of Party B if Party A fails to turn on the phone for a long time or even cancels the shooting plan, so that the payment terms cannot be achieved? Is there no right to ask Party A to pay the third payment? If Party B has no right to ask Party A to pay the third installment remuneration under the above circumstances, does it conflict with the agreement that the total remuneration in the contract is 1.8 million yuan?
Whether or not to start the machine is decided by Party A and controlled by Party A, does it constitute its own interests and prevent the conditional achievement in an improper way for the conditional civil legal act?
This case is adapted from the civil judgment of Fujian Higher People’s Court (2015) Min Min Zhong Zi No.468.
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