目录

1.孙素贤等三人与玄正军探矿权权属纠纷案

2.傅钦其与仙游县社硎乡人民政府采矿权纠纷案

3.陈付全与确山县团山矿业开发有限公司采矿权转让合同纠纷案

4.四川省宝兴县大坪大理石矿与李竞采矿权承包合同纠纷案

5.资中县鸿基矿业公司、何盛华与吕志鸿劳务承包合同纠纷案

6.朗益春与彭光辉、南华县星辉矿业有限公司采矿权合作合同纠纷案

7.薛梦懿等四人与西藏国能矿业发展有限公司、西藏龙辉矿业有限公司股权转让合同纠纷

8.黄国均与遵义市大林弯采矿厂、苏芝昌合伙纠纷案

9.新疆临钢资源投资股份有限公司与四川金核矿业有限公司特殊区域合作勘查合同纠纷案

10.云和县土岩岗头庵叶腊石矿与国网浙江省电力公司矿床压覆侵权纠纷案

一、孙素贤等三人与玄正军探矿权权属纠纷案

（一）基本案情

孙素贤等三人于2004年投资承包奈曼旗青龙山镇向阳所村林地，承包期15年，用于开发铁矿。孙素贤等三人委托玄正军办理勘查许可证，并将委托勘查合同书、林地承包合同书、存款证明、探矿权申请登记书等相关资料及办证资金114万元交付玄正军。2005年12月28日，经内蒙古自治区国土资源厅批准，通辽市国土资源局对奈曼旗青龙山向阳所一带铁矿普查探矿权实行挂牌出让，并予以公告。玄正军将办证资料上孙素贤的名字篡改成自己的名字，并私刻“辽宁省第四地质大队”的公章伪造勘查合同，用孙素贤等三人交给他的办证资金，以奈曼旗北方建筑公司（该公司法定代表人为玄正军）名义竞标，将勘查许可证办至玄正军自己名下；2006年2月13日，内蒙古自治区国土资源厅向玄正军颁发了《矿产资源勘查许可证》。孙素贤等三人提起诉讼，请求：确认案涉《矿产资源勘查许可证》归孙素贤等三人所有。

（二）裁判结果

内蒙古自治区通辽市中级人民法院一审认为，玄正军利用孙素贤等三人提供的资金及办证所需资料，篡改名头、制作虚假申报材料，以欺骗手段取得勘查许可证，侵犯了孙素贤等三人的探矿申请权，遂判决案涉《矿产资源勘查许可证》上设立的探矿权为孙素贤等三人所有。内蒙古自治区高级人民法院二审认为，孙素贤等三人主张玄正军采取伪造资料等方式取得案涉勘查许可权，其应向国土资源主管部门反映情况，由主管部门查清事实后采取措施，也可以依法向人民法院提起行政诉讼，请求撤销玄正军取得的勘查许可证。孙素贤等三人提起的诉讼，不属于民事诉讼范围。二审法院裁定撤销一审判决，驳回孙素贤等三人的起诉。最高人民法院经再审审查认为，探矿权的取得须经国土资源主管部门的许可，此种行政许可具有赋权性质，属行政机关管理职能。在探矿权须经行政许可方能设立、变更或者撤销的情况下，孙素贤等三人请求确认《矿产资源勘查许可证》归其所有，不符合法律规定的民事诉讼受案范围，二审法院裁定驳回起诉，并无不当。

（三）典型意义

矿业权兼具民事物权属性和行政许可特性。矿业权的权利行使和救济关涉行政权和司法权的职责分工。探矿权的取得须经国土资源主管部门许可，《矿产资源勘查许可证》的登记、变更等属于国土资源主管部门的行政管理职能。委托人委托他人办理勘查许可证，受托人未忠实履行受托义务，采取欺诈的手段，将勘查许可证办理在自己名下，委托人直接提起民事诉讼，请求确认勘查许可证归其所有，是权利救济渠道的不当选择，人民法院裁定驳回起诉是对行政机关行政管理职能的尊重，准确把握了司法权介入的法定边界。本案情形下，委托人可以利害关系人身份向国土资源主管部门提出撤销申请，并请求对探矿权的归属依法作出处理；也可以依法提起行政诉讼，请求人民法院对国土资源主管部门的具体行政行为进行审查；还可以依据合同向受托人主张违约责任或者民事损害赔偿，实现权利被侵害后的法律救济。

【点评专家】李显冬，中国政法大学民商经济法学院教授、博士生导师。

【点评意见】

矿业权为我国物权法明定之民事权利，但其设立离不开国土资源主管部门的许可。从行政法律关系分析，案涉授予探矿权的行政许可行为尽管有瑕疵，但依据矿业权登记的公信力和具体行政行为的公定力原理，行政机关的赋权行为既已做出，在该行政许可行为经由行政机关自行审查纠正或者经由行政诉讼司法审查纠正之前，人民法院不宜在民事诉讼中直接认为勘查许可证无效。换言之，有权作出矿产资源勘查开发行政许可的主体为国土资源主管部门，人民法院不能直接以民事审判之司法权干涉国土资源主管部门行使行政职能。从民事法律关系分析，委托人委托他人办理矿业权的申请事宜，受托人未忠实履行受托义务，存在欺诈行为，委托人可依委托合同的约定追究受托人的违约责任。

本案涉及行政许可和民事委托申请双重法律关系，当事人可以选择不同的权利救济方式。但值得注意的是，民事诉讼仅可解决矿业权设定基础的民事法律纠纷，不能解决矿业权设定过程中行政行为的法律效力问题。已经取得的勘查许可证非经依法撤销或者行政审判，人民法院不能以民事判决直接变动行政许可赋权行为。故本案当事人直接提起民事诉讼，请求确认案涉矿产资源勘查许可证归属，要求更改矿业权主体，系权利救济渠道的选择不当。人民法院驳回起诉，让当事人选择最适宜的方式来维护自己的合法权益，既是对行政机关监督管理职能的尊重，也准确把握了司法权介入的法定边界，为司法实务中如何处理矿业权设立环节的物权归属问题，起到了良好的示范作用。

二、傅钦其与仙游县社硎乡人民政府采矿权纠纷案

（一）基本案情

2003年1月16日，社硎乡政府与傅钦其签订合同，约定由傅钦其开发仙游县社硎乡塔林顶伊利石矿山。合同签订后，傅钦其依约投资道路等设施并实施探矿行为。2005年1月24日，仙游县政府批准挂牌出让案涉矿山采矿权。2007年7月，仙游县政府将案涉矿山列入禁采范围。傅钦其未能依法取得案涉矿山的采矿许可证。傅钦其提起诉讼，请求社硎乡政府赔偿损失，并支付投资款的资金占用期间利息。

（二）裁判结果

福建省莆田市中级人民法院一审查明傅钦其实际投资款153.3561万元，判令社硎乡政府承担50%的赔偿责任。福建省高级人民法院二审认为，社硎乡政府明知自己无权出让辖区内矿产资源，未经有权机关审批以签订承包合同的方式将案涉矿山交由傅钦其开发，所签合同应为无效。案涉矿山已被列为禁采区，不具备办理合法审批手续的可能，由此产生的法律后果应依傅钦其投入资产性质分类处理，其中押金属于社硎乡政府因合同收取的保证金，应直接返还；所修公路位于社硎乡政府辖区范围，属于其获益部分，应按照实际支出折价补偿；其余投资属于履行合同受到的损失，应按照过错比例承担民事赔偿责任。遂判令社硎乡政府返还傅钦其押金和修路支出费用共计67.0712万元，对傅钦其86.2849万元投资损失承担80%的赔偿责任。

（三）典型意义

矿产资源归国家所有，国家对矿产资源的勘查、开采实施严格的许可证管理制度。矿业权的出让应由县级以上国土资源主管部门根据法定权限依法进行，乡级政府并非适格的矿业权出让主体。在不拥有矿山勘查、采矿许可证的情况下，乡级政府签订合同擅自将国家所有的矿产资源交由他人勘查、开采，不仅严重侵害国家对矿产资源的所有权，造成矿业权税费流失，而且极易造成矿产资源的乱采滥挖，甚至导致环境污染、生态破坏。对此类合同应给予否定性法律评价。人民法院应在认定合同无效的前提下，区别返还财产和赔偿损失等不同责任方式，在维护矿产资源国家所有权的同时，综合考虑过错因素，保护当事人的合法利益和矿业权流转市场的交易秩序。

【点评专家】李显冬，中国政法大学民商经济法学院教授、博士生导师。

【点评意见】

矿业权尽管作为民事权利，却仍具有矿产资源的开发管理秩序与生态环境保护的经济管制等特点。依据矿产资源法的规定，矿业权出让主体应为县级以上国土资源主管部门。乡政府擅自出让矿业权违反法律、行政法规的强制性规定，无法产生当事人预期的法律效果。乡级政府作为行政主体，应当在权限范围内作出行政行为。具体行政行为应当具有公定力，一经成立，不论是否合法，即具有被推定为合法而要求所有机关、组织或者个人表示尊重的一种法律效力。相对人因对行政行为的合理信赖应当予以保护。

关于案涉合同被赋予否定性法律评价后法律后果的承担问题，二审法院改变一审法院关于双方过失相当的判决，认为政府一方应当承担主要的过错责任，正确揭示了本案政府违法行政行为与合同无效之间的因果关系，充分保护了因信赖政府行为而遭受损害的合同相对方的利益。既切实保障了国家利益和公共利益，又突出了现代矿业行政管理之中，政府“依法行政、越权无效”的基本理念，对实践中大量存在的不规范的矿业权出让、转让的乱象，无疑具有规制意义。

三、陈付全与确山县团山矿业开发有限公司采矿权转让合同纠纷案

（一）基本案情

2014年1月15日，陈付全与团山公司签订采矿权转让协议，约定团山公司将其采矿权作价360万元转让给陈付全，并积极配合陈付全办理采矿许可证。合同签订后，陈付全依约付清了全部款项。2014年2月15日，团山公司委托陈付全向河南省国土资源厅办理采矿许可证延期手续，并于2014年7月21日办理完毕。嗣后，团山公司拒绝配合陈付全办理采矿权转让的批准、登记手续。陈付全提起诉讼，请求确认采矿权转让协议有效，由团山公司配合陈付全办理采矿权转让手续。

（二）裁判结果

河南省确山县人民法院一审认为，采矿权转让协议合法有效，由陈付全办理采矿权转让相关手续。河南省驻马店市中级人民法院二审认为，陈付全与团山公司就案涉采矿权转让意思表示一致，均在转让协议上签字，该协议已成立。根据国务院《探矿权采矿权转让管理办法》的规定，采矿权转让应报请国土资源主管部门审批，转让合同自批准之日起生效。案涉采矿权转让协议成立后，双方当事人在协议中约定的报批义务条款即具有法律效力，团山公司未依约办理报批手续，有违诚实信用原则。根据《最高人民法院关于适用<中华人民共和国合同法>若干问题的解释（二）》第八条的规定，人民法院可根据案件具体情况和相对人的请求，判决相对人自己办理有关手续。二审法院判决采矿权转让协议成立，由陈付全办理采矿权转让相关手续。

（三）典型意义

对矿业权的转让进行审批，是国家规范矿业权有序流转，实现矿产资源科学保护、合理开发的重要制度。矿业权转让合同未经国土资源主管部门批准并办理矿业权变更登记手续，不发生矿业权物权变动的效力，但应确认转让合同中的报批义务条款自合同成立时起即具有法律效力，报批义务人应依约履行。在转让合同不具有法定无效情形且报批义务具备履行条件的情况下，相对人有权请求报批义务人履行报批义务；人民法院依据案件事实和相对人的请求，也可以判决由相对人自行办理报批手续。允许相对人自行办理报批手续既符合诚实信用和鼓励交易的原则，也有利于衡平双方当事人的利益。

【点评专家】崔建远，清华大学法学院教授，博士生导师。

【点评意见】

绝大多数合同自成立时生效，但有些合同因附生效条件或者始期，应于条件成就或者始期届至时发生履行的效力。亦有合同由法律、行政法规规定自行政主管部门办理完毕批准、登记等手续时生效。诉争《转让矿山协议》便属于《合同法》第四十四条第二款规定的以行政主管部门审核批准为生效要件的合同。此类合同经国土资源主管部门审核批准时发生法律效力，于国土资源主管部门不予批准时确定地不生效力，于国土资源主管部门尚未表态时处于尚未生效的状态。

实践中，有关矿业权转让合同效力认定，存在《物权法》第十五条、《合同法》第四十四条第二款和《探矿权采矿权转让管理办法》第十条第三款规定相冲突的争议。《物权法》第十五条规定的所谓物权登记，系设权登记。以设权登记为生效要件的物权变动场合，设权登记与否决定物权是否发生变动，但并不影响转让合同等引发物权变动的原因行为的效力。但并非由此可以得出所有的合同都不再适用《合同法》第四十四条第二款的规定。作为物权变动生效要件的登记，和作为合同生效要件的行政主管部门的审核批准，是两个不同概念。《物权法》第十五条的规定与登记有关，却与行政主管部门的审核批准相去甚远。相比《合同法》第四十四条第二款规定的合同特别生效要件而言，《物权法》第十五条只是对原因行为的一般规定，且并未从积极层面规定原因行为的生效要件，仅系从消极角度宣明物权变动所需要的登记不再是原因行为的生效要件。以国土资源主管部门审核批准为生效要件，是防止矿业权移转给缺乏资质的受让人，避免自然资源浪费，降低乃至减少矿难发生所必要。即使在行政管理体制改革、简政放权的背景下，仍应予以尊重。唯应注意的是，对矿业权转让合同中的报批义务的定位和定性上，应采取法定义务、先合同义务的解释路径，属于异于矿业权转让义务及相应付款义务之外的独立义务，其效力不受转让合同未经审批的影响。

四、四川省宝兴县大坪大理石矿与李竞采矿权承包合同纠纷案

（一）基本案情

宝兴大坪矿具备合法有效的采矿许可证及相关证照。2009年9月22日，宝兴大坪矿与李竞签订《协议书》，约定：宝兴大坪矿提供合法采矿手续，提供采矿现场和电力设施、公路、炸药库房等基础设施；矿区新增林地、公路合作期满后归宝兴大坪矿所有；李竞向宝兴大坪矿支付固定数额的费用，享有生产经营自主权，自行组织生产、营销的人员，承担工资费用，照章纳税；如宝兴大坪矿违约，应赔偿李竞所有投入的费用。李竞按约提供前期投资并进行开采。宝兴大坪矿提起诉讼，请求确认《协议书》无效，李竞停止生产并退场、返还矿山及相关设备设施。

（二）裁判结果

四川省雅安市中级人民法院一审认为，《协议书》系以承包方式转让采矿权的合同，应为无效。四川省高级人民法院二审认为，采矿权转让是将采矿权全部权益进行转让，并且要变更采矿权的主体。而《协议书》约定，宝兴大坪矿具备有效的采矿许可证及相关法律规定的证照，负责在法律规定和允许的情况下提供一切合法采矿手续，提供采矿现场和电力设施、公路、炸药库房等基础设施，采矿权的主体不发生变化。在实际履行过程中，对外关系上亦均是以宝兴大坪矿的名义进行。李竞向宝兴大坪矿支付固定数额的费用，自行组织生产、营销人员，承担工资费用，照章纳税；享有生产经营自主权，均符合承包合同的特点，应认定为采矿权承包合同。虽然《协议书》约定李竞的经营期限与宝兴大坪矿现有的采矿许可期限大体一致，但依照相关法律法规规定，宝兴大坪矿在期满后可申请续期。《协议书》只是合同双方当事人之间权利义务关系的内部约定，不以转让采矿权为合同目的，不违反法律、行政法规的强制性规定，应为有效。二审法院撤销一审判决，驳回了宝兴大坪矿的诉讼请求。

（三）典型意义

我国矿产资源相关法律、行政法规禁止以承包形式转让采矿权。实践中，应区分以承包形式转让采矿权和采矿权承包两种流转方式的不同。当事人签订采矿权承包合同，约定发包人放弃对矿山的管理，除收取固定费用或者收益外不再履行作为采矿权人的全部法定义务，亦不再承担任何法律责任的，应认定为以承包形式转让采矿权。若当事人签订采矿权承包合同，同意他人与之共同进行采掘活动或者将开采权中所包含的经营管理权属赋予他人，但采矿权的权利主体不发生变更，发包人作为采矿权人不退出矿山管理，继续履行采矿权人的法定义务、承担相应法律责任的，在不违反法律、行政法规强制性规定的情况下，应依法确认其效力。

【点评专家】姚辉，中国人民大学法学院教授、博士生导师。

【点评意见】

本案的焦点在于如何认定案涉双方签订的《协议书》之性质和效力，具体而言即采矿权转让合同与采矿权承包合同之争。学界通常认为采矿权系一种具有公权性质的私权，其因常涉国家战略利益与国计民生而在权利转让方面被苛以较严格的条件与限制，即采矿权的转让除了具备转让与受让双方的真实意思表示以外，还需要征得相关行政主管部门的同意以及履行法律法规所规定的程序，更为重要的是倘若采矿权一旦转让，则采矿权的主体必须变更，原采矿权人的权利、义务亦将随之转移；而采矿权的承包则与之相异，其实质是采矿权人自由行使其开采权，采矿权人有权同意他人与之共同进行采掘活动或者将其开采权所包含的经营管理权属赋予承包人。此种做法在其性质上并不意味或者等同于采矿权的转让。本案的亮点在于二审法院正确而妥适地区分了承包采矿权与以承包形式转让采矿权，即区别两者的关键在于采矿权的权利主体是否变更，若采矿权人放弃享有采矿权的权利亦不履行经营管理义务，将采矿权完全交予承包人的，应认定为以承包形式转让采矿权，应当对其效力进行否定评价；若采矿权人仅是签订承包合同，并未退出矿山管理，亦继续履行义务、承担责任的，只要不违反效力性强制性规定，应当对合同效力予以肯认。

合同的性质认定与效力评价一直是司法实践中的难题，充分理解民法理论、准确适用现有法律法规，将两者完美衔接是解决上述问题的应有路径。

五、资中县鸿基矿业公司、何盛华与吕志鸿劳务承包合同纠纷案

（一）基本案情

鸿基公司系何盛华一人投资的有限公司。2009年4月30日，吕志鸿与鸿基公司签订《矿山开采劳务承包合同》，约定了开采方式、单价、双方的权利义务以及违约责任等。合同履行中，鸿基公司向吕志鸿书面承诺，按合同约定定期结算并支付相关款项，如不支付导致吕志鸿因资金原因被迫停工，造成的损失由鸿基公司负责。2010年2月25日，因吕志鸿开采行为给矿区村民造成损失，由鸿基公司垫付48418元。鸿基公司提起诉讼，请求判令确认《矿山开采劳务承包合同》无效，吕志鸿赔偿损失668418元。吕志鸿亦提起诉讼，请求判令鸿基公司、何盛华连带赔偿损失4635558.67元。上述两案合并审理，分案判决。

（二）裁判结果

四川省资中县人民法院一审认为，《矿山开采劳务承包合同》构成矿业权变相转让，应为无效，判令吕志鸿给付鸿基公司48418元，鸿基公司、何盛华连带给付吕志鸿劳务费及赔偿损失1682770.98元。四川省内江市中级人民法院二审认为，鸿基公司与吕志鸿签订《矿山开采劳务承包合同》，将矿山的开采劳务承包给吕志鸿，仅是采矿劳务的承包，并不属于以承包形式擅自转让采矿权，合同应为合法有效，双方均应按照合同约定履行义务。双方的权利义务虽已于2010年7月29日终止，但并不影响根据合同进行清算和根据履行情况要求赔偿损失等。二审法院判决吕志鸿给付鸿基公司93418元，鸿基公司、何盛华连带给付吕志鸿劳务费及赔偿损失309235.66元。

（三）典型意义

劳务承包在矿山企业的生产经营中大量存在，恰当认定承包合同的性质和效力有利于稳定交易秩序和维护交易安全。采矿权人将采矿任务发包给承包人完成，向承包人给付一定的劳务报酬，享有承包人的劳务成果的，其性质应认定为劳务承包合同。矿产资源勘查、开采的劳务承包不发生采矿权人主体的变更，不属于以承包形式转让采矿权，不受合同须经国土资源主管部门批准始生效的法律规制，在不违反法律、行政法规强制性规定的情况下，合同应确认合法有效。

【点评专家】姚辉，中国人民大学法学院教授、博士生导师。

【点评意见】

本案涉及《合同法》第五十二条、《合同法解释（一）》第四条、《合同法解释（二）》第十四条、《矿产资源法》第四十二条和《探矿权采矿权转让管理办法》第十五条关于禁止以“承包方式擅自转让采矿权”的强制性规定等法律法规的理解与适用。其中《合同法》第五十二条属于引致性条款，目的是将《矿产资源法》和《探矿权采矿权转让管理办法》中的强制性规定引入到合同效力的评价当中，进而实现国家对采矿权转让合同特定管制的效果。但是，适用上述法律规定的前提要件是此合同系属以劳务承包为名，实为变相转让采矿权。本案亮点在于法院并未不加甄别地机械援引此条进而认定案涉合同无效，不然无疑会损害真实的劳务承包合同的效力，危及交易安全，并助长不诚信当事人的投机之风。当然，也不可置强制性规定所保护的公共利益于不顾而一律支持此类合同的效力，否则容易导致采矿权流入缺乏经营资质的经营主体之手的不良境况，故查明事实真相、平衡不同的价值进而确定合同的效力是正确的裁判思路。

本案在查明事实的基础上，从合同内容、矿产品的占有、处分权利归属、矿山企业的经营管理、采矿的名义人、承包人的自主权、采矿基础设施的投入和日常耗材的供应等诸多方面认定案涉合同属于劳务承包合同，且当事人的意思表示真实，故认定合同合法有效。这种依据多方面事实认定合同性质的做法，既关照了矿山经营中对劳务承包这种分工经营的实践需求，又体现了裁判者对当事人真实意思表示的尊重与保护，在法律法规以及相关政策的边界内对合同效力采容让态度，使得鼓励交易这一合同法中的原则得以较大程度地彰显。

六、朗益春与彭光辉、南华县星辉矿业有限公司采矿权合作合同纠纷案

（一）基本案情

2009年，星辉公司取得南华县兔街长梁子干龙潭锰矿采矿许可证。2010年5月23日，星辉公司法定代表人彭光辉与郎益春签订合作协议，约定双方合作开发案涉锰矿，项目日常开发由郎益春成立专门机构实施。合同签订后，郎益春共计支付彭光辉323万元，并实施了采矿行为。2011年，国土资源主管部门因案涉锰矿存在漂移现象，向星辉公司发出《停止采矿通知书》。星辉公司虽提交了变更矿区范围的材料，但因其采矿权许可证遗失致变更手续办理未果。郎益春未能再继续实施开采行为。彭光辉认可郎益春支付的323万元用于矿山修路、挖洞、盖工棚及架电工程等。郎益春提起诉讼，请求确认合作协议未生效，彭光辉返还合作款及占用期间的利息，彭光辉、星辉公司承担连带责任。

（二）裁判结果

云南省楚雄彝族自治州中级人民法院一审认为，彭光辉无权以个人名义就星辉公司采矿权对外与他人签订合同，合作协议约定由郎益春出资并成立专门机构实施采矿行为，构成采矿权的变相转让，协议应为无效，彭光辉、星辉公司应连带返还郎益春323万元。云南省高级人民法院二审认为，合作协议主体应为星辉公司和郎益春；根据合同约定内容和实际履行情况，星辉公司对矿山经营的财务监督、项目实施等依然进行管理，星辉公司的采矿权主体资格并没有因双方签订合作协议而改变，不构成变相转让采矿权，但星辉公司根本违约导致朗益春合同目的不能实现，遂判决解除合作协议并由星辉公司返还郎益春323万元。最高人民法院经再审审查认为，二审法院为避免当事人诉累，在认定合作协议合法有效、无继续履行可能以及朗益春对矿山投资建设的设施归星辉公司所有的前提下，结合朗益春的诉讼请求，判令解除合作协议，由星辉公司返还朗益春323万元合作款，并无不当。

（三）典型意义

矿业权合作合同履行中，矿业权人未放弃矿山经营管理，继续履行其法定义务并承担相应法律责任，矿业权主体并未发生变更的，不构成矿业权变相转让，合作合同不受自国土资源主管部门批准之日起生效的法律限制。当事人以未办理审批手续为由请求确认合作合同无效或者未生效的，人民法院不予支持。矿业权民事纠纷案件中，合同效力之争较为常见，尤其在当事人主张和人民法院认定不一致的情况下，人民法院应根据诉讼经济和利益衡平原则，结合具体案件事实和诉讼请求，准确界定合同性质、正确评价合同效力。

【点评专家】王轶，中国人民大学法学院教授、博士生导师。

【点评意见】

正确认定合同的效力是妥当处理合同纠纷的关键。就本案而言，当事人之间签订的《合同协议书》效力如何，同样影响着最终的裁断。从《合同协议书》的约定来看，并没有一方将采矿权转让给另一方的条款，而是约定在开采矿山的过程中，各方都以不同方式参与经营管理。因此，本案没有适用《中华人民共和国矿产资源法》第六条第一款第二项规定的空间。

事实上，即使是已取得采矿权的矿山企业，因企业合并、分立，与他人合资、合作经营，或者因企业资产出售以及有其他变更企业资产产权的情形而需要变更采矿权主体的，在尚未依据《中华人民共和国矿产资源法》第六条第一款第二项的规定办理批准手续之前，也不能援引《中华人民共和国合同法》第五十二条第五项认定当事人之间订立的采矿权转让合同无效。因为批准手续的办理，是采矿权转让合同的法定特别生效条件。该条件未满足的，依据《合同法解释（一）》第九条第一款前段的规定，采矿权转让合同中须经批准方可生效的条款处于未生效的状态；依据《合同法》第四十四条第一款以及《民法通则》第五十五条的规定，采矿权转让合同中无须批准即可生效的条款自依法成立之时起生效。此时采矿权转让合同并非无效合同，而是尚未完全生效的合同。

七、薛梦懿等四人与西藏国能矿业发展有限公司、西藏龙辉矿业有限公司股权转让合同纠纷案

（一）基本案情

2013年7月12日,国能公司与薛梦懿、薛梦蛟签订《合作协议》，约定薛梦懿、薛梦蛟将持有的矿山企业龙辉公司全部股权转让给国能公司。合作协议签订后，国能公司支付了部分款项，并对龙辉公司的资质及财务证照等进行了交接，但未办理股权转让工商变更登记手续。11月28日，薛梦懿、薛梦蛟以龙辉公司营业执照丢失为由，申请补发，并于次日将已转让给国能公司的股权再次转让给王如生、薛云琦。国能公司提起诉讼，请求确认国能公司与薛梦懿、薛梦蛟签订的《合作协议》合法有效并继续履行，薛梦懿、薛梦蛟为其办理股权变更工商登记手续；确认薛梦懿、薛梦蛟与王如生、薛云琦签订的转让合同无效。薛梦懿、薛梦蛟反诉请求国能公司返还相关证照，并支付因《合作协议》未生效给其造成的经济损失。

（二）裁判结果

西藏自治区高级人民法院一审确认《合作协议》有效，由国能公司向薛梦懿、薛梦蛟支付剩余股权转让价款，薛梦懿、薛梦蛟及龙辉公司于国能公司支付完剩余股权转让价款后配合办理股权变更工商登记手续；确认薛梦懿、薛梦蛟与王如生、薛云琦签订的转让合同无效。最高人民法院二审认为，《合作协议》及转让合同的性质应为股权转让，而非矿业权转让；矿山企业股权转让协议不属于法律、行政法规规定须办理批准、登记等手续才生效的合同，《合作协议》依法成立并生效。薛梦懿、薛梦蛟以欺诈手段和超低对价再次转让股权，王如云、薛云琦受让股权不符合善意取得条件，应为无效。《合作协议》应继续履行。二审法院判决驳回上诉，维持原判。

（三）典型意义

股权与矿业权是不同的民事权利，其性质、内容及适用的法律应有所区别。矿山企业的股权属社员权，由股东享有，受公司法调整。矿山企业的股权转让导致股东变化，不当然导致矿业权主体变更，不构成以合法的矿山企业股权转让之形式，逃避行政监管，实现实质上非法的矿业权转让目的的，不宜认定为变相的矿业权转让，径行判令无效。若股权转让合同中同时约定了矿业权转让、矿业权人变更等实质性内容，则应根据矿业权转让的法律法规认定该部分内容的效力。

【点评专家】赵旭东，中国政法大学教授，博士生导师。

【点评意见】

本案的典型性和代表性在于充分地反映了矿业权转让合同和矿山企业股权转让之间的特殊关联，表现了当事人在此类纠纷中最惯常的诉讼立场和主张，以及人民法院在审理此类案件中面对的法律与法理适用的冲突和纠结。

对于此类合同的性质，应该说就合同形式本身，矿业权转让合同与矿山企业股权转让合同在合同主体、合同标的、甚至合同内容上都有明显的差异。就此，本案判决对股权与矿业权所做的区分和分析无疑是正确的，由此认定本案法律关系属于股权转让而非矿业权转让也是成立的。

值得注意的是，此类案件的特殊问题在于是否构成规避法律的行为，即名为股权转让、实为矿业权转让，以形式上合法的矿山企业股权转让实现实质上非法的矿业权转让。对此，客观上存在完全不同的两种意见和主张。一种意见认为，应该根据合同或者行为的形式要件确定其法律性质，只要合同的转让方是股东，合同约定的标的是股权，就应认定为股权转让，只有以矿山企业为转让方，以矿业权为约定标的时，才能认定为矿业权转让合同。另一种意见则认为，对于此类合同，不能简单地根据表面的合同形式认定其法律性质，如果事实确能表明，当事人是为了规避法律的限制或者程序要求，而通过股权转让达到其转让矿业权的目的，则属于典型的规避法律行为，应认定为矿业权转让并相应地认定其效力。至于何种情况下构成这种规避行为，可以根据当事人缔约过程中明确表达的主观意图、转让的是全部股权还是部分股权、矿业权是目标公司的全部资产还是部分资产等因素综合判断。

此类问题不仅在矿山企业股权转让中存在，在外商投资公司的股权转让、拥有土地使用权的房地产开发公司的股权转让等涉及合同强制审批和权利转让限制的合同关系中都会出现，其妥善解决有赖于国家立法的修订和完善。本案判决意见反映了个案中裁判者承认和维护矿山企业股权转让合同效力的价值判断和司法取向，既是对一种意见的充分反映和表达，也是彻底解决上述问题的重要推动。

八、黄国均与遵义市大林弯采矿厂、苏芝昌合伙纠纷案

（一）基本案情

大林弯采矿厂原系苏芝昌的个人独资企业，于2003年7月31日办理采矿许可证、营业执照。2003年12月20日，黄国均与苏芝昌签订合伙协议，约定苏芝昌提供采矿许可证、营业执照等开采手续，由黄国均自行投资在现有采区内对4号井开采，自负盈亏、自行承担矿洞安全责任。嗣后，大林弯采矿厂性质虽由个人独资企业变更为合伙企业，合伙人亦多次发生变更。但黄国均一直以大林弯采矿厂的采矿许可证、营业执照从事4号井的开采活动，并交纳办证费、资料费、治安费等共计108120元。2008年8月1日，大林弯采矿厂因违法转让采矿权被国土资源主管部门处罚。2009年6月8日，大林弯采矿厂因无安全生产许可证被安全生产监督管理部门责令停止开采、限期整改。大林弯采矿厂未对4号井进行技改，致黄国均不能继续开采。黄国均提起诉讼，请求判令大林弯采矿厂赔偿损失220万元。

（二）裁判结果

遵义市红花岗区人民法院一审判决驳回黄国均的诉讼请求。贵州省遵义市中级人民法院二审认为，黄国均与苏芝昌签订合伙协议，在大林弯采矿厂采矿许可开采区域内独立从事采矿活动，未到相关行政主管部门进行审批和变更登记，违反国家关于矿产资源开发利用和保护的审批规定，损害国家关于矿产资源的管理秩序。大林弯采矿厂变更登记为合伙企业后，也未将黄国均登记为合伙人。上述行为实为挂靠采矿，合伙协议应为无效，大林弯采矿厂对此具有较大过错。二审法院判决大林弯采矿厂赔偿黄国均损失136620元。

（三）典型意义

矿产资源具有不可再生性。为保护和合理开发矿产资源，取得采矿许可证的企业必须严格执行矿产资源开发利用的法律法规。矿业权人与他人签订合伙协议，但并无实际合伙经营的事实，实施采矿行为一方缴纳挂靠费用，以矿业权人名义自行投资、自负盈亏、自担责任，独立从事矿产资源开采，以达到逃避行政监管的非法目的的，合伙协议应认定无效。矿业权人受到行政处罚，不影响其承担民事责任。人民法院在厘清当事人过错的基础上，根据过错大小确定各方当事人的民事责任，对规范矿业权人依法行使采矿权，维护矿产资源流转秩序具有积极意义。

【点评专家】蔡学恩，全国人大代表，湖北得伟君尚律师事务所律师。

【点评意见】

首先，两审法院均明确了矿业权人与他人签订的合伙协议是无效的。本案中，矿业权人与他人签订合伙协议，允许他人在其名下采矿许可开采区域内独自从事采矿活动，但未依法办理审批及变更登记，违反了国家关于矿产资源开发利用和保护的审批规定。人民法院依据《合同法》第五十二条规定，认定该合同协议无效，否定了矿业权人企图通过合伙形式非法转让采矿权的行为，依法保护了国家关于矿产资源的管理秩序。其次，人民法院认定合伙协议无效后，根据《合同法》第五十八条规定，按照当事人双方各自过错程度，进一步明确双方应当各自承担的责任。采矿权人以承包方式变相转让采矿权的行为，违反了《矿产资源法》等法律法规的强制性规定，应当承担与其过错相应的责任。

当前，一些矿山企业以各种形式（包括租赁、合作、合伙等形式）无证开采矿产资源的活动依然大量存在。国家对矿产资源开采开发活动规定了严格的审批和备案程序，一方面，审判实践中应该严格认定和把握非法转让采矿权损害国家利益的情形，另一方面，应该在厘清个案具体案情和事实的基础上，认定矿业权人和他人的合作协议的效力和性质。

九、新疆临钢资源投资股份有限公司与四川金核矿业有限公司特殊区域合作勘查合同纠纷案

（一）基本案情

2011年10月10日，临钢公司与金核公司签订《合作勘查开发协议》，约定：临钢公司补偿金核公司3500万元后，双方共同设立项目公司，并在符合条件时将金核公司探矿权过户至项目公司名下。2011年10月25日，临钢公司向金核公司实际支付3500万元。2013年11月22日，临钢公司以合作勘查作业区位于新疆塔什库尔干野生动物自然保护区为由通知解除合同，金核公司回函拒绝。金核公司提起诉讼，请求确认临钢公司解除合同行为无效；确认《合作勘查开发协议》有效。临钢公司反诉请求解除《合作勘查开发协议》，金核公司返还合作补偿款3500万元并赔偿损失。

（二）裁判结果

新疆维吾尔自治区高级人民法院一审判决临钢公司解除合同行为无效，双方继续履行《合作勘查开发协议》，驳回临钢公司的反诉请求。最高人民法院二审认为，案涉探矿权位于新疆塔什库尔干野生动物自然保护区范围内，该自然保护区设立在先，金核公司的探矿权取得在后，基于《合作勘查开发协议》约定，双方当事人均知道或者应当知道在自然保护区内不允许进行矿产资源的勘探和开发。该协议违反了《自然保护区条例》的禁止性规定，如果认定协议有效并继续履行，将对自然环境和生态造成严重破坏，损害环境公共利益。故协议依法应属无效，金核公司收取的3500万元合作补偿款应予返还。临钢公司主张的损失，部分由金核公司折价补偿，部分由临钢公司自行承担或者在项目公司清算时另行解决。二审法院撤销一审判决，予以改判。

（三）典型意义

在自然保护区、风景名胜区、重点生态功能区、生态环境敏感区和脆弱区等特殊区域内，环境保护与经济发展之间的矛盾较为突出。人民法院审理、执行相关案件，要依据国家和省级国土空间主体功能区规划，充分考虑各类功能区的不同功能定位，确定不同的处理思路。对于优化开发区域尤其是重点开发区域发生的环境资源纠纷，可以更多地考虑合理利用环境容量发展经济的需要，对于限制开发和禁止开发区域，尤其是在划定生态保护红线地区发生的环境资源纠纷，则要贯彻最严格的保护措施。针对上述特殊区域签订的勘查、开采矿产资源合同，即使已经得到国土资源主管部门批准，人民法院仍应对合同效力进行特别审查，若合同违反法律、行政法规的强制性规定，损害环境公共利益的，应依法认定无效。

【点评专家】陈德敏，重庆大学教授，博士生导师。

【点评意见】

本案历经两审结案，一审与二审的裁判结果不同，分歧在于《合作勘探开发协议》效力的法律认定。一审法院认为虽然案涉矿业权位于自然保护区范围内，但并未出现《合作勘探开发协议》不能实现的情形，双方应继续履行协议。一审强调合同当事人的意思表示一致且履行协议已有两年时间，但忽视了合同生效的外部要件，即该协议约定的探矿权处在自然保护区内，损害的是环境公共利益。二审法院依照《自然保护区条例》的禁止性规定，判定双方当事人所签协议无效，否定了一审关于继续履行的判决。两相对比，可以看出本案二审具有以下三点示范作用：一是矿业权纠纷合同效力认定不能仅限于合同目的实现，而应依法求实衡量合同成立与生效的客体依托要件。二是注重发挥环境司法职能作用维护环境公共利益，司法应系统完整地执行环境法规，维护自然保护区管理制度的运行。三是大力发挥司法纠偏功能，并不能因矿业权合同通过了行政主管部门的批准，即直接认定其有效，对于涉及公共利益的合同效力应依职权进行审查。

二审判决结果符合生态文明建设和绿色发展的要求，具有指导意义。尤其是在生态环境敏感区等生态红线划定区内，司法裁判时应严守环境保护优先和生态红线管理制度，严禁任意改变自然生态空间用途的行为，防止不合理开发资源的行为损害生态环境。

十、云和县土岩岗头庵叶腊石矿与国网浙江省电力公司矿产压覆侵权纠纷案

（一）基本案情

2004年12月29日，云和县叶腊石矿取得叶腊石采矿权。2013年3月18日，浙北-福州特高压交流输变电工程获得国家发展和改革委员会的核准批复。2013年4月26日，国网浙江省电力公司将浙北-福州特高压交流工程线路工程发包给案外人施工。2014年8月20日，云和县叶腊石矿到案涉线路工程项目部反映，浙北-福州1000KV交流输电线路第5R67号桩及第5R66-5R68号桩之间的电线跨越其矿区。经核实，该输电线路路径确与云和县叶蜡石矿矿区范围存在冲突。2014年12月26日，浙北-福州案涉特高压交流输变电工程正式投运。云和县叶腊石矿以其不能正常爆破采矿为由提起诉讼，请求判令国网浙江省电力公司立即拆除建立在其采矿区域内的输电线路。

（二）裁判结果

浙江省云和县人民法院一审认为，浙北-福州特高压交流输变电工程系经国家发展和改革委员会依法核准批复、依法建设的国家重点工程，投资巨大且已竣工并正式投入运营，如拆除将会给国家利益、社会公共利益造成重大损失，故对云和县叶腊石矿的诉讼请求不予支持。云和县叶腊石矿如认为国网浙江省电力公司架设电线给其造成损失，可另行协商或者通过诉讼途径解决。浙江省丽水市中级人民法院二审认为，即使国网浙江省电力公司建设支桩和架设电线的行为构成对云和县叶腊石矿采矿权的妨害，但考虑到案涉工程在满足福建与浙江联网送电需要及提高华东电网供电可靠性方面发挥的重要作用，且该工程投资巨大并已正式投入运营，如拆除，必将对浙江省电力供应造成重大影响，电力供应不仅涉及到叶腊石矿的经济利益，更涉及社会公共利益。二审法院判决驳回上诉，维持原判。

（三）典型意义

在建设铁路、工厂、水库、输油管道、输电线路和各种大型建筑物或者建筑群之前，建设单位须向省级国土资源主管部门了解拟建工程所在地区的矿产资源分布和开采情况。非经国务院授权的部门批准，不得压覆重要矿床。矿床压覆人未经审批评估、与矿业权人签订补偿协议、办理矿产资源储量登记等法定程序，在采矿权人矿区范围内建设工程，压覆矿产资源，侵害了矿业权人的合法利益。但就侵权责任的承担方式而言，应综合考虑输电线路等国家重点建设工程关涉国家利益和社会公共利益，投资巨大并已投入运营等因素，不宜径行判令拆除。在矿业权人仅请求排除妨碍的情形下，人民法院应予以充分释明，告知其可另行主张适当的责任方式，兼顾国家利益、社会公共利益和矿业权人的合法权益，适应国家产业政策与社会经济发展需要。

【点评专家】陈德敏，重庆大学教授，博士生导师。

【点评意见】

本案的一审判决以案涉采矿工程项目不能干扰福建与浙江联网送电需要和不能影响华东电网正常发挥供电可靠性作用为由，不支持云和县叶腊石矿的拆除建立在其采矿区内输电线路的诉讼请求，并提出协商或者另行提起诉讼解决。二审依法维持一审判决。本案有两点指导意义：一是司法裁判中整体与局部的利益衡量问题，针对所涉浙北-福州特高压交流输变电工程已正式投入运营的既成事实，司法裁判考量的是社会公共利益与叶腊石矿的经济利益之间的平衡，一审和二审都依法保障整体公共利益的优先地位。二是司法裁判中法官释明权的行使，一审法院并未直接依原告请求以拆除建立在其采矿区内的输电线路作为责任承担方式，而是通过法官释明告知当事人可另行主张适当的责任方式。这种处理方式是利益衡量的结果，既兼顾社会公共利益，也为矿业权人的合法权益实现提供可能。

协调好整体公共利益和局部个体利益之间的关系是公正司法的关键，为公共利益规制个体利益合理边界是必不可少的。裁判中法官的释明权就是对当事人应有权益进行司法救济的方式之一，有利于促进诉讼审理的公正和效益的最大化，提升司法公信力。

catalogue

1. Dispute over the ownership of exploration rights between Sun Suxian and the Xuanzheng Army

2. Dispute over Mining Rights between Fu Qinqi and the People's Government of Shexing Township, Xianyou County

3. Chen Fuquan and Queshan County Tuanshan Mining Development Co., Ltd. Mining Rights Transfer Contract Dispute Case

4. Dispute over the Mining Rights Contract between Daping Marble Mine and Li Jing in Baoxing County, Sichuan Province

5. Dispute over Labor Contract between Zizhong County Hongji Mining Company, He Shenghua, and Lv Zhihong

6. Dispute over Mining Rights Cooperation Contract between Lang Yichun and Peng Guanghui, as well as Nanhua County Xinghui Mining Co., Ltd

7. Dispute over the equity transfer contract between Xue Mengyi and four others and Tibet Guoneng Mining Development Co., Ltd. and Tibet Longhui Mining Co., Ltd

8. Huang Guojun's Partnership Dispute with Dalinwan Mining Plant and Su Zhichang in Zunyi City

9. Dispute over Special Area Cooperation Exploration Contract between Xinjiang Lingang Resource Investment Co., Ltd. and Sichuan Jinhe Mining Co., Ltd

10. Tort dispute case between the Tuyan Gangtou An Yela Stone Mine in Yunhe County and the State Grid Zhejiang Electric Power Company's deposit overburden

1、 Dispute over the ownership of exploration rights between Sun Suxian and the Xuanzheng Army

（1） Basic facts of the case

Sun Suxian and three others invested in contracting the forest land in Xiangyangsuo Village, Qinglongshan Town, Naiman Banner in 2004, with a contract period of 15 years, for the development of iron ore. Sun Suxian and three others entrusted Xuanzheng Army to handle the exploration permit, and delivered relevant materials such as the entrusted exploration contract, forest land contract, deposit certificate, exploration right application registration form, and the certificate processing fund of 1.14 million yuan to Xuanzheng Army. On December 28, 2005, with the approval of the Department of Land and Resources of Inner Mongolia Autonomous Region, the Land and Resources Bureau of Tongliao City implemented a listing transfer of the iron ore exploration rights in the Xiangyangsuo area of Qinglongshan, Naiman Banner, and announced it. Xuan Zhengjun altered Sun Suxian's name on the certificate application materials to his own name and secretly engraved the official seal of the "Fourth Geological Brigade of Liaoning Province" to forge the exploration contract. Using the certificate application funds handed over to him by Sun Suxian and three others, he bid in the name of Naiman Banner North Construction Company (the legal representative of the company is Xuan Zhengjun) and obtained the exploration permit under the name of Xuan Zhengjun himself; On February 13, 2006, the Department of Land and Resources of Inner Mongolia Autonomous Region issued the "Mineral Resources Exploration License" to the Xuanzheng Army. Sun Suxian and three others filed a lawsuit requesting confirmation that the Mineral Resources Exploration License involved in the case belongs to Sun Suxian and the three others.

（2） Judgment results

The Intermediate People's Court of Tongliao City, Inner Mongolia Autonomous Region, in its first instance, held that the Xuanzheng Army had used the funds and necessary materials provided by Sun Suxian and other three individuals to falsify their names and produce false declaration materials, and obtained exploration permits through fraudulent means, infringing on the exploration application rights of Sun Suxian and other three individuals. Therefore, it ruled that the exploration rights established on the "Mineral Resources Exploration Permit" in the case were owned by Sun Suxian and other three individuals. The Higher People's Court of Inner Mongolia Autonomous Region held in the second instance that Sun Suxian and three others advocated for the Xuanzheng Army to obtain the exploration permit involved in the case by forging materials and other means. They should report the situation to the competent department of land and resources, and the competent department should take measures after investigating the facts. They can also file an administrative lawsuit with the People's Court in accordance with the law, requesting the revocation of the exploration permit obtained by the Xuanzheng Army. The lawsuit filed by Sun Suxian and other three individuals does not fall within the scope of civil litigation. The second instance court ruled to revoke the first instance judgment and dismissed the lawsuits of Sun Suxian and the three others. The Supreme People's Court, after a retrial review, believes that the acquisition of exploration rights requires permission from the competent department of land and resources. This administrative license has the nature of empowerment and belongs to the management function of administrative organs. In the case where the exploration right can only be established, changed, or revoked through administrative licensing, Sun Suxian and three others requested confirmation that the "Mineral Resources Exploration License" belongs to them, which does not meet the scope of civil litigation as stipulated by law. The second instance court ruled to dismiss the lawsuit without any impropriety.

（3） Typical significance

Mining rights have both civil property rights and administrative licensing characteristics. The exercise and relief of mining rights involve the division of responsibilities between administrative and judicial powers. The acquisition of exploration rights requires permission from the competent department of land and resources, and the registration and modification of the Mineral Resources Exploration License belong to the administrative management functions of the competent department of land and resources. The client entrusts others to handle the exploration license, but the trustee fails to faithfully fulfill the entrusted obligation and uses fraudulent means to handle the exploration license in their own name. The client directly files a civil lawsuit, requesting confirmation that the exploration license belongs to them, which is an inappropriate choice for rights relief channels. The people's court's ruling to dismiss the lawsuit shows respect for the administrative management function of administrative organs and accurately grasps the legal boundary of judicial intervention. In this case, the client may apply to the competent department of land and resources as an interested party for revocation and request that the ownership of the exploration rights be dealt with in accordance with the law; Administrative litigation can also be filed in accordance with the law, requesting the people's court to review the specific administrative actions of the competent department of land and resources; It is also possible to claim breach of contract liability or civil damages from the trustee in accordance with the contract, in order to achieve legal remedies after rights are infringed upon.

Li Xiandong is a professor and doctoral supervisor at the School of Civil, Commercial, and Economic Law of China University of Political Science and Law.

Comments

The mining right is a civil right explicitly stipulated in China's property law, but its establishment cannot be separated from the permission of the competent department of land and resources. From the analysis of administrative legal relations, although the administrative licensing act granting exploration rights in the case has flaws, based on the credibility of mining rights registration and the principle of specific administrative actions, the empowering act of the administrative agency has already been made. Before the administrative licensing act is reviewed and corrected by the administrative agency or corrected by administrative litigation judicial review, the people's court should not directly consider the exploration license invalid in civil litigation. In other words, the subject with the authority to make administrative licenses for mineral resource exploration and development is the competent department of land and resources, and the people's court cannot directly interfere with the exercise of administrative functions by the competent department of land and resources through the judicial power of civil trial. From the perspective of civil legal relations, if the principal entrusts others to handle the application for mining rights, and the trustee fails to faithfully fulfill the trustee's obligations, there is fraudulent behavior, the principal may hold the trustee responsible for breach of contract in accordance with the provisions of the commission contract.

This case involves a dual legal relationship between administrative license and civil commission application, and the parties can choose different ways of remedies for their rights. However, it is worth noting that civil litigation can only solve civil legal disputes based on the establishment of mining rights, and cannot solve the legal effectiveness of administrative actions in the process of mining rights establishment. The people's court cannot directly change the administrative license empowerment behavior through civil judgments unless the exploration license obtained has been revoked in accordance with the law or administrative trial. Therefore, the parties involved in this case directly filed a civil lawsuit, requesting confirmation of the ownership of the mineral resource exploration license involved in the case, and requesting a change in the subject of mining rights, which is due to improper selection of rights relief channels. The people's court rejects the lawsuit and allows the parties to choose the most appropriate way to protect their legitimate rights and interests. This not only respects the supervisory and management functions of administrative agencies, but also accurately grasps the legal boundaries of judicial intervention, playing a good exemplary role in how to handle the issue of property ownership in the establishment of mining rights in judicial practice.

2、 The Mining Rights Dispute between Fu Qinqi and the People's Government of Shexing Township, Xianyou County

（1） Basic facts of the case

On January 16, 2003, the government of Shexing Township signed a contract with Fu Qinqi to develop the Talingding Illite Mine in Shexing Township, Xianyou County. After the contract was signed, Fu Qinqi invested in roads and other facilities according to the agreement and carried out exploration activities. On January 24, 2005, the Xianyou County Government approved the listing and transfer of mining rights involved in the case. In July 2007, the Xianyou County government listed the mines involved in the case as prohibited mining. Fu Qinqi failed to obtain a mining license for the mine involved in the case in accordance with the law. Fu Qinqi filed a lawsuit requesting the government of Shexing Township to compensate for the losses and pay interest on the investment funds during the occupation period.

（2） Judgment results

The Intermediate People's Court of Putian City, Fujian Province reviewed the actual investment amount of 1.533561 million yuan by Ming Fu Qinqi and ordered the government of Shexing Township to bear 50% of the compensation liability. The Fujian Provincial Higher People's Court held in the second instance that the government of Shexing Township, knowing that it had no right to transfer mineral resources within its jurisdiction, entrusted the mining involved in the case to Fu Qinqi for development by signing a contract without the approval of the competent authority. The contract signed should be invalid. The mine involved in the case has been classified as a prohibited mining area and does not have the possibility of handling legal approval procedures. The legal consequences arising from this should be classified according to the nature of the assets invested by Fu Qinqi. The deposit belongs to the deposit collected by the Shexing Township Government due to the contract and should be directly returned; The road under construction is located within the jurisdiction of the Shexing Township Government and belongs to its beneficial part, which should be compensated at a discount based on actual expenses; The remaining investments are losses incurred during the performance of the contract and should be subject to civil compensation liability in proportion to the fault. Thus, it was ordered that the government of Shexing Township refund Fu Qinqi a total of 670712 yuan in deposit and road construction expenses, and bear 80% of the compensation liability for Fu Qinqi's investment loss of 862849 yuan.

（3） Typical significance

Mineral resources belong to the state, and the state implements a strict license management system for the exploration and mining of mineral resources. The transfer of mining rights should be carried out by the competent departments of land and resources at or above the county level in accordance with legal authority, and township governments are not eligible subjects for the transfer of mining rights. Without a mining exploration or mining license, township governments sign contracts to entrust state-owned mineral resources to others for exploration and mining, which not only seriously infringes on the state's ownership of mineral resources, causes the loss of mining rights and taxes, but also easily leads to indiscriminate mining of mineral resources, and even leads to environmental pollution and ecological damage. A negative legal evaluation should be given to such contracts. On the premise of determining the invalidity of the contract, the people's court should distinguish between different liability methods such as returning property and compensating for losses. While maintaining national ownership of mineral resources, it should comprehensively consider fault factors, protect the legitimate interests of the parties involved and the transaction order of the mining rights transfer market.

Li Xiandong is a professor and doctoral supervisor at the School of Civil, Commercial, and Economic Law of China University of Political Science and Law.

Comments

Although mining rights are civil rights, they still have characteristics such as the development and management order of mineral resources and economic regulation of ecological environment protection. According to the provisions of the Mineral Resources Law, the subject of mining rights transfer should be the competent department of land and resources at or above the county level. The unauthorized transfer of mining rights by the township government violates the mandatory provisions of laws and administrative regulations, and cannot produce the expected legal effects of the parties involved. Township governments, as administrative entities, should make administrative actions within their jurisdiction. A specific administrative act should have binding force, and once established, regardless of whether it is legal or not, it has a legal effect that is presumed to be legal and requires respect from all organs, organizations, or individuals. The reasonable trust of the relative party in administrative actions should be protected.

Regarding the issue of bearing the legal consequences after the contract involved in the case was given a negative legal evaluation, the second instance court changed the judgment of the first instance court regarding the equal fault of both parties, believing that the government should bear the main fault responsibility, correctly revealing the causal relationship between the illegal administrative behavior of the government and the invalidity of the contract in this case, and fully protecting the interests of the other party to the contract who suffered damage due to reliance on the government's behavior. It not only effectively protects national and public interests, but also highlights the basic concept of government "administration in accordance with the law, exceeding authority and invalidity" in modern mining administrative management. It undoubtedly has regulatory significance for the large number of non-standard mining rights transfer and transfer chaos in practice.

3、 Chen Fuquan and Queshan County Tuanshan Mining Development Co., Ltd. Mining Rights Transfer Contract Dispute Case

（1） Basic facts of the case

On January 15, 2014, Chen Fuquan signed a mining rights transfer agreement with Tuanshan Company, agreeing that Tuanshan Company would transfer its mining rights to Chen Fuquan at a price of 3.6 million yuan, and actively cooperate with Chen Fuquan to handle the mining license. After the contract was signed, Chen Fuquan paid in full according to the agreement. On February 15, 2014, Tuanshan Company entrusted Chen Fuquan to handle the extension procedures for the mining license with the Henan Provincial Department of Land and Resources, and completed them on July 21, 2014. Subsequently, Tuanshan Company refused to cooperate with Chen Fuquan in handling the approval and registration procedures for the transfer of mining rights. Chen Fuquan filed a lawsuit requesting confirmation of the validity of the mining rights transfer agreement. Tuanshan Company will cooperate with Chen Fuquan to handle the mining rights transfer procedures.

（2） Judgment results

The People's Court of Queshan County, Henan Province held in the first instance that the mining rights transfer agreement was legal and valid, and Chen Fuquan handled the relevant procedures for the mining rights transfer. The Intermediate People's Court of Zhumadian City, Henan Province held in the second instance that Chen Fuquan and Tuanshan Company expressed the same intention regarding the transfer of mining rights in the case, and both signed the transfer agreement, which has been established. According to the provisions of the State Council's "Management Measures for the Transfer of Exploration and Mining Rights", the transfer of mining rights should be submitted to the competent department of land and resources for approval, and the transfer contract shall take effect from the date of approval. After the establishment of the mining rights transfer agreement, the approval obligations agreed upon by both parties in the agreement have legal effect. Tuanshan Company's failure to handle the approval procedures as agreed violates the principle of good faith. According to Article 8 of the Interpretation of the Supreme People's Court on Several Issues Concerning the Application of the Contract Law of the People's Republic of China (II), the people's court may, based on the specific circumstances of the case and the request of the other party, judge the other party to handle the relevant procedures themselves. The second instance court ruled that the mining rights transfer agreement was established, and Chen Fuquan handled the relevant procedures for mining rights transfer.

（3） Typical significance

The approval of the transfer of mining rights is an important system for the country to regulate the orderly circulation of mining rights and achieve scientific protection and rational development of mineral resources. The transfer contract of mining rights shall not have the effect of any change in the property rights of mining rights without the approval of the competent department of land and resources and the registration procedures for the change of mining rights. However, it shall be confirmed that the approval obligation clauses in the transfer contract shall have legal effect from the establishment of the contract, and the approval obligor shall comply with the contract. If the transfer contract does not have legal invalidity and the approval obligation meets the conditions for performance, the counterparty has the right to request the approval obligor to fulfill the approval obligation; The people's court may, based on the facts of the case and the request of the opposing party, also make a judgment that the opposing party shall handle the approval procedures on its own. Allowing the counterpart to handle the approval procedures on their own is not only in line with the principles of honesty and credit and encouraging transactions, but also beneficial for balancing the interests of both parties.

【Cui Jianyuan】, a professor and doctoral supervisor at the School of Law at Tsinghua University.

【Comments】

The vast majority of contracts come into effect from the time they are established, but some contracts, due to the attachment of effective conditions or starting periods, should take effect when the conditions are fulfilled or the starting period expires. There are also contracts that come into effect upon completion of approval, registration, and other procedures by the administrative authorities, as stipulated by laws and administrative regulations. The dispute over the "Agreement on Transfer of Mines" belongs to the contract that is subject to the review and approval of the administrative department as the effective requirement as stipulated in Article 44 (2) of the Contract Law. This type of contract shall have legal effect upon review and approval by the competent department of land and resources, and shall be deemed invalid when the competent department of land and resources does not approve it. It shall remain in a state of non effectiveness until the competent department of land and resources has expressed its opinion.

In practice, there is a dispute regarding the determination of the validity of mining rights transfer contracts, which conflicts with Article 15 of the Property Law, Article 44 (2) of the Contract Law, and Article 10 (3) of the Management Measures for the Transfer of Exploration and Mining Rights. The so-called registration of property rights stipulated in Article 15 of the Property Law refers to the registration of establishment rights. In cases where the registration of creation rights is the effective requirement for property rights changes, the registration of creation rights determines whether the property rights have changed, but does not affect the effectiveness of actions such as transfer contracts that trigger property rights changes. However, not all contracts are no longer subject to the provisions of Article 44 (2) of the Contract Law. The registration as a requirement for the effective change of property rights and the review and approval by the administrative department as a requirement for the effective contract are two different concepts. The provisions of Article 15 of the Property Law are related to registration, but they are far from being reviewed and approved by the administrative authorities. Compared to the special effective requirements for contracts stipulated in Article 44 (2) of the Contract Law, Article 15 of the Property Law only provides a general provision for causal behavior and does not specify the effective requirements for causal behavior from a positive perspective. It only declares from a negative perspective that the registration required for property rights changes is no longer the effective requirement for causal behavior. Taking the approval of the competent department of land and resources as the effective requirement is necessary to prevent the transfer of mining rights to unqualified transferees, avoid natural resource waste, and reduce or even reduce mining accidents. Even in the context of administrative management system reform and streamlining administration and delegating power, it should still be respected. It should only be noted that the positioning and qualitative analysis of the approval obligation in the mining rights transfer contract should adopt the interpretation path of legal obligation and pre contract obligation, which is an independent obligation different from the mining rights transfer obligation and corresponding payment obligation, and its effectiveness is not affected by the unapproved transfer contract.

4、 Dispute over the Mining Rights Contract between Daping Marble Mine and Li Jing in Baoxing County, Sichuan Province

（1） Basic facts of the case

Baoxing Daping Mine has a legal and valid mining license and relevant certificates. On September 22, 2009, Baoxing Daping Mine signed an "Agreement" with Li Jing, stipulating that Baoxing Daping Mine would provide legal mining procedures, mining sites, power facilities, roads, explosive warehouses, and other infrastructure; The newly added forest land and road cooperation in the mining area will be owned by Baoxing Daping Mine upon expiration; Li Jing pays a fixed amount of fees to Baoxing Daping Mine, enjoys autonomy in production and operation, organizes production and marketing personnel on his own, bears salary expenses, and pays taxes according to regulations; If Baoxing Daping Mine breaches the contract, it shall compensate Li Jing for all the expenses invested. Li Jing provided preliminary investment and conducted mining as agreed. Baoxing Daping Mine filed a lawsuit requesting confirmation of the invalidity of the Agreement. Li Jing stopped production and withdrew, returning the mine and related equipment and facilities.

（2） Judgment results

The Intermediate People's Court of Ya'an City, Sichuan Province held in the first instance that the "Agreement" is a contract for transferring mining rights through contracting and should be deemed invalid. The second instance of the Sichuan Provincial High People's Court held that the transfer of mining rights is the transfer of all the rights and interests of the mining rights, and the subject of the mining rights needs to be changed. The "Agreement" stipulates that Baoxing Daping Mine has a valid mining license and relevant legal certificates, and is responsible for providing all legal mining procedures and infrastructure such as mining sites and power facilities, roads, explosive warehouses, etc., in accordance with legal regulations and permits. The subject of mining rights will not change. In the actual performance process, external relations are also conducted in the name of Baoxing Daping Mine. Li Jing pays a fixed amount of fees to Baoxing Daping Mine, organizes production and marketing personnel on his own, bears salary expenses, and pays taxes according to regulations; Having the autonomy of production and operation, which is in line with the characteristics of the contract, should be recognized as a mining rights contract. Although the agreement stipulates that Li Jing's operating period is generally consistent with the existing mining license period of Baoxing Daping Mine, according to relevant laws and regulations, Baoxing Daping Mine can apply for renewal after the expiration. The "Agreement" is only an internal agreement on the rights and obligations between the parties to the contract, and is not intended for the purpose of transferring mining rights. It does not violate mandatory provisions of laws and administrative regulations and should be valid. The second instance court revoked the first instance judgment and rejected the lawsuit request of Baoxing Daping Mine.

（3） Typical significance

The laws and administrative regulations related to mineral resources in China prohibit the transfer of mining rights through contracting. In practice, it is necessary to distinguish between the transfer of mining rights through contracting and the transfer of mining rights through contracting. If the parties sign a mining rights contracting contract, which stipulates that the employer waives the management of the mine and no longer fulfills all legal obligations as the mining rights owner except for collecting fixed fees or profits, and no longer assumes any legal responsibility, it shall be deemed as a transfer of the mining rights in the form of contracting. If the parties involved sign a mining rights contract, agree to others to engage in mining activities together with them, or entrust the business management rights contained in the mining rights to others, but the rights subject of the mining rights remains unchanged, and the employer, as the mining rights owner, does not withdraw from mining management and continues to fulfill the legal obligations and assume corresponding legal responsibilities of the mining rights owner, provided that it does not violate the mandatory provisions of laws and administrative regulations, Its effectiveness should be confirmed in accordance with the law.

【Yao Hui】 is a professor and doctoral supervisor at the School of Law at Renmin University of China.

【Comments】

The focus of this case is how to determine the nature and effectiveness of the "Agreement" signed by both parties involved, specifically the dispute between the mining rights transfer contract and the mining rights contract. The academic community generally believes that mining rights are private rights with a public nature. Due to their frequent involvement in national strategic interests and national economy and people's livelihood, strict conditions and restrictions are imposed on the transfer of rights. In addition to having a true expression of intention from both the transferor and transferee, the transfer of mining rights also requires the consent of relevant administrative authorities and the fulfillment of the procedures prescribed by laws and regulations. More importantly, once the mining rights are transferred, The subject of the mining right must be changed, and the rights and obligations of the original mining right holder will also be transferred accordingly; The contracting of mining rights is different from it. Its essence is that the mining rights holder freely exercises their mining rights, and the mining rights holder has the right to agree to others to jointly carry out mining activities with them or entrust the management rights contained in their mining rights to the contractor. This approach does not imply or equate to the transfer of mining rights in its nature. The highlight of this case is that the court of second instance correctly and appropriately distinguished between contracting mining rights and transferring mining rights in the form of contracting. The key to distinguishing between the two lies in whether the subject of mining rights has changed. If the mining rights holder waives the right to enjoy mining rights and fails to fulfill management obligations, and completely hands over the mining rights to the contractor, it should be recognized as transferring mining rights in the form of contracting, and its effectiveness should be evaluated in a negative manner; If the mining rights holder only signs a contract and does not withdraw from mining management, and continues to fulfill obligations and assume responsibilities, as long as it does not violate the mandatory provisions of validity, the validity of the contract should be recognized.

The determination of the nature and effectiveness evaluation of contracts has always been a difficult problem in judicial practice. A full understanding of civil law theory, accurate application of existing laws and regulations, and a perfect connection between the two are the necessary paths to solve the above problems.

5、 Dispute over Labor Contract between Zizhong County Hongji Mining Company, He Shenghua, and Lv Zhihong

（1） Basic facts of the case

Hongji Company is a limited liability company invested solely by He Shenghua. On April 30, 2009, Lv Zhihong signed a "Mining Labor Contract" with Hongji Company, which stipulated the mining method, unit price, rights and obligations of both parties, and breach of contract responsibilities. During the performance of the contract, Hongji Company made a written commitment to Lv Zhihong to settle and pay the relevant funds regularly according to the contract agreement. If Lv Zhihong is forced to stop work due to financial reasons due to non payment, Hongji Company shall be responsible for any losses caused. On February 25, 2010, due to the mining behavior of Lv Zhihong causing losses to villagers in the mining area, Hongji Company advanced 48418 yuan. Hongji Company filed a lawsuit requesting a decree to confirm the invalidity of the "Mining Labor Contract", and Lv Zhihong compensated for the loss of 668418 yuan. Lv Zhihong also filed a lawsuit, requesting that Hongji Company and He Shenghua jointly compensate for the loss of 4635558.67 yuan. The two cases mentioned above will be tried together and judged separately.

（2） Judgment results

The People's Court of Zizhong County, Sichuan Province held in the first instance that the "Mining Labor Contract" constitutes a disguised transfer of mining rights and should be deemed invalid. It ordered Lv Zhihong to pay Hongji Company 48418 yuan, and Hongji Company and He Shenghua jointly paid Lv Zhihong labor fees and compensation losses of 1682770.98 yuan. The Intermediate People's Court of Neijiang City, Sichuan Province held in the second instance that Hongji Company and Lv Zhihong signed a "Mining Labor Contract" to contract the mining labor to Lv Zhihong, which is only the contracting of mining labor and does not constitute unauthorized transfer of mining rights in the form of contracting. The contract should be legal and valid, and both parties should fulfill their obligations in accordance with the contract. Although the rights and obligations of both parties were terminated on July 29, 2010, it does not affect the liquidation according to the contract or the demand for compensation for losses based on performance. The second instance court ruled that Lv Zhihong paid Hongji Company 93418 yuan, and Hongji Company and He Shenghua jointly paid Lv Zhihong labor fees and compensation losses of 309235.66 yuan.

（3） Typical significance

Labor contract is widely used in the production and operation of mining enterprises. Proper identification of the nature and effectiveness of contract contracts is beneficial for stabilizing transaction order and maintaining transaction safety. If the mining right owner contracts the mining task to the contractor for completion, pays a certain amount of labor remuneration to the contractor, and enjoys the labor achievements of the contractor, its nature should be recognized as a labor contract. The labor contract for mineral resource exploration and mining does not involve any change in the main body of the mining rights owner, does not belong to the transfer of mining rights in the form of contracting, and is not subject to legal regulations that require approval from the competent department of land and resources before the contract takes effect. Without violating the mandatory provisions of laws and administrative regulations, the contract should be confirmed as legal and valid.

【Yao Hui】 is a professor and doctoral supervisor at the School of Law at Renmin University of China.

【Comments】

This case involves the understanding and application of mandatory provisions such as Article 52 of the Contract Law, Article 4 of the Interpretation of the Contract Law (1), Article 14 of the Interpretation of the Contract Law (2), Article 42 of the Mineral Resources Law, and Article 15 of the Management Measures for the Transfer of Exploration and Mining Rights, which prohibit the unauthorized transfer of mining rights through contracting. Article 52 of the Contract Law belongs to the introductory clause, with the aim of introducing the mandatory provisions in the Mineral Resources Law and the Management Measures for the Transfer of Exploration and Mining Rights into the evaluation of contract effectiveness, thereby achieving the specific control effect of the state on mining rights transfer contracts. However, the prerequisite for applying the above legal provisions is that this contract is a disguised transfer of mining rights under the name of labor contracting. The highlight of this case is that the court did not indiscriminately invoke this clause to determine that the contract involved in the case was invalid. Otherwise, it would undoubtedly damage the validity of the real labor contract, endanger transaction safety, and encourage the speculation of dishonest parties. Of course, the public interest protected by mandatory regulations cannot be disregarded and the validity of such contracts cannot be uniformly supported. Otherwise, it may lead to the adverse situation of mining rights flowing into the hands of business entities lacking operational qualifications. Therefore, identifying the truth, balancing different values, and determining the validity of contracts is the correct judgment approach.

On the basis of ascertaining the facts, this case determines that the contract in question belongs to a labor contract from various aspects such as the content of the contract, the ownership of the possession and disposal rights of mineral products, the operation and management of mining enterprises, the nominal owner of mining, the autonomy of the contractor, the investment of mining infrastructure, and the supply of daily consumables, and the parties' intentions are true. Therefore, it is determined that the contract is legal and valid. This approach of determining the nature of contracts based on multiple facts not only caters to the practical needs of labor contracting in mining operations, but also reflects the respect and protection of judges towards the true intentions of the parties involved. Within the boundaries of laws, regulations, and relevant policies, it adopts a tolerant attitude towards the effectiveness of contracts, which greatly highlights the principle of encouraging transactions in contract law.

6、 Dispute over the Mining Rights Cooperation Contract between Lang Yichun and Peng Guanghui, as well as Nanhua County Xinghui Mining Co., Ltd

（1） Basic facts of the case

In 2009, Xinghui Company obtained the mining license for Longtan Manganese Mine in Changliang Zigan, Tujie, Nanhua County. On May 23, 2010, Peng Guanghui, the legal representative of Xinghui Company, signed a cooperation agreement with Lang Yichun, stipulating that the joint development of the project involves manganese ore. Lang Yichun established a specialized agency to implement the daily development of the project. After the contract was signed, Lang Yichun paid Peng Guanghui a total of 3.23 million yuan and carried out mining activities. In 2011, the competent department of land and resources issued a "Stop Mining Notice" to Xinghui Company due to the drift phenomenon of the manganese ore involved in the case. Although Xinghui Company submitted materials to change the scope of the mining area, the change procedures were unsuccessful due to the loss of its mining rights permit. Lang Yichun was unable to continue his mining activities. Peng Guanghui recognized the 3.23 million yuan paid by Lang Yichun for mine road construction, excavation, construction of construction sheds, and power installation projects. Lang Yichun filed a lawsuit requesting confirmation that the cooperation agreement has not come into effect. Peng Guanghui will refund the cooperation fee and interest during the occupation period, and Peng Guanghui and Xinghui Company will be jointly and severally liable.

（2） Judgment results

The Intermediate People's Court of Chuxiong Yi Autonomous Prefecture, Yunnan Province held in the first instance that Peng Guanghui has no right to sign contracts with others in his personal name regarding the mining rights of Xinghui Company. The cooperation agreement stipulates that Lang Yichun will contribute and establish a specialized agency to carry out mining activities, which constitutes a disguised transfer of the mining rights. The agreement should be invalid, and Peng Guanghui and Xinghui Company should jointly return Lang Yichun 3.23 million yuan. The Yunnan Provincial High People's Court held in the second instance that the parties to the cooperation agreement should be Xinghui Company and Lang Yichun; According to the agreed content and actual performance of the contract, Xinghui Company still manages the financial supervision and project implementation of the mining operation. The qualification of Xinghui Company's mining rights subject has not been changed due to the signing of a cooperation agreement by both parties, which does not constitute a disguised transfer of mining rights. However, Xinghui Company's fundamental breach of contract resulted in the inability to achieve the purpose of Langyichun's contract. Therefore, Xinghui Company terminated the cooperation agreement and returned Langyichun 3.23 million yuan. The Supreme People's Court, after a retrial review, found that in order to avoid litigation burden on the parties, the second instance court, on the premise of determining that the cooperation agreement is legal and valid, there is no possibility of further performance, and that the facilities invested and constructed by Langyichun in the mine belong to Xinghui Company, combined with Langyichun's lawsuit request, ordered the termination of the cooperation agreement, and Xinghui Company returned Langyichun's 3.23 million yuan cooperation fee, without any impropriety.

（3） Typical significance

In the performance of the mining rights cooperation contract, if the mining rights holder has not abandoned the mining operation and management, continues to fulfill their legal obligations and assume corresponding legal responsibilities, and the mining rights subject has not changed, it does not constitute a disguised transfer of the mining rights, and the cooperation contract is not subject to legal restrictions that come into effect from the date of approval by the competent department of land and resources. If the parties request confirmation of the invalidity or non effectiveness of the cooperation contract on the grounds of not completing the approval procedures, the people's court shall not support it. In civil disputes over mining rights, disputes over the validity of contracts are relatively common, especially in cases where the parties' claims are inconsistent with the people's court's determination. The people's court should accurately define the nature of the contract and evaluate the validity of the contract based on the principles of litigation economy and equity of interests, combined with specific case facts and litigation claims.

【Wang Yi】 is a professor and doctoral supervisor at the School of Law at Renmin University of China.

【Comments】

The correct determination of the validity of a contract is the key to properly handling contract disputes. In this case, the effectiveness of the Contract Agreement signed between the parties also affects the final judgment. From the provisions of the Contract Agreement, there is no provision for one party to transfer the mining rights to the other party, but rather an agreement that all parties will participate in the operation and management of the mine in different ways during the mining process. Therefore, this case does not have the space to apply the provisions of Article 6, Paragraph 1 (2) of the Mineral Resources Law of the People's Republic of China.

In fact, even mining enterprises that have obtained mining rights need to change the subject of mining rights due to enterprise merger, division, joint venture or cooperative operation with others, or due to the sale of enterprise assets or other changes in the property rights of enterprise assets, before going through the approval procedures in accordance with Article 6, Paragraph 1 (2) of the Mineral Resources Law of the People's Republic of China, Article 52 (5) of the Contract Law of the People's Republic of China cannot be cited to determine the invalidity of the mining rights transfer contract concluded between the parties. The handling of approval procedures is a statutory special effective condition for mining rights transfer contracts. If this condition is not met, according to the provisions of Article 9, Paragraph 1, Paragraph 1 of the Interpretation of Contract Law (1), the clauses in the mining rights transfer contract that require approval to take effect are in an ineffective state; According to Article 44 (1) of the Contract Law and Article 55 of the General Principles of the Civil Law, clauses in mining rights transfer contracts that can take effect without approval shall take effect from the time they are established in accordance with the law. At this point, the mining rights transfer contract is not an invalid contract, but a contract that has not yet been fully effective.

7、 Dispute case between Xue Mengyi and four others on the equity transfer contract with Tibet Guoneng Mining Development Co., Ltd. and Tibet Longhui Mining Co., Ltd

（1） Basic facts of the case

On July 12, 2013, Guoneng Company signed a "Cooperation Agreement" with Xue Mengyi and Xue Mengjiao, agreeing that Xue Mengyi and Xue Mengjiao would transfer all their equity in the mining enterprise Longhui Company to Guoneng Company. After the signing of the cooperation agreement, Guoneng Company made partial payments and handed over the qualifications and financial certificates of Longhui Company, but did not complete the procedures for industrial and commercial registration of equity transfer. On November 28th, Xue Mengyi and Xue Mengjiao applied for a replacement of Longhui Company's business license on the grounds of loss, and the following day, they transferred the equity already transferred to Guoneng Company to Wang Rusheng and Xue Yunqi again. Guoneng Company filed a lawsuit requesting confirmation of the legality and validity of the Cooperation Agreement signed between Guoneng Company and Xue Mengyi and Xue Mengjiao, and their continued performance. Xue Mengyi and Xue Mengjiao will handle the industrial and commercial registration procedures for their equity changes; Confirm that the transfer contract signed by Xue Mengyi, Xue Mengjiao, Wang Rusheng, and Xue Yunqi is invalid. Xue Mengyi and Xue Mengjiao counterclaimed and requested Guoneng Company to return relevant certificates and pay for the economic losses caused to them due to the ineffective cooperation agreement.

（2） Judgment results

The High People's Court of the Tibet Autonomous Region confirmed in the first instance that the Cooperation Agreement is valid. Guoneng Company shall pay the remaining equity transfer price to Xue Mengyi and Xue Mengjiao, and Xue Mengyi, Xue Mengjiao, and Longhui Company shall cooperate with Guoneng Company to handle the industrial and commercial registration procedures for equity changes after paying the remaining equity transfer price; Confirm that the transfer contract signed by Xue Mengyi, Xue Mengjiao, Wang Rusheng, and Xue Yunqi is invalid. The Supreme People's Court held in the second instance that the nature of the Cooperation Agreement and the transfer contract should be equity transfer, not mining rights transfer; The equity transfer agreement of mining enterprises is not a contract that requires approval, registration, and other procedures in accordance with laws and administrative regulations to take effect. The "Cooperation Agreement" is established and takes effect in accordance with the law. Xue Mengyi and Xue Mengjiao transferred their equity again through fraudulent means and ultra-low consideration. The transfer of equity by Wang Ruyun and Xue Yunqi does not meet the conditions for obtaining it in good faith and should be considered invalid. The Cooperation Agreement should continue to be fulfilled. The second instance court rejected the appeal and upheld the original judgment.

（3） Typical significance

Equity and mining rights are different civil rights, and their nature, content, and applicable laws should be different. The equity of mining enterprises belongs to the rights of members and is enjoyed by shareholders, subject to the adjustment of the Company Law. The transfer of equity in mining enterprises that leads to changes in shareholders does not necessarily result in a change in the subject of mining rights. It does not constitute a legal transfer of equity in mining enterprises, evading administrative supervision, and achieving the purpose of essentially illegal mining rights transfer. It is not appropriate to consider it as a disguised transfer of mining rights, and the decree is invalid. If the equity transfer contract also stipulates substantive contents such as the transfer of mining rights and the change of mining rights holders, the effectiveness of such contents should be determined in accordance with the laws and regulations on mining rights transfer.

【Zhao Xudong】 is a professor and doctoral supervisor at China University of Political Science and Law.

【Comments】

The typicality and representativeness of this case lies in fully reflecting the special relationship between the mining rights transfer contract and the equity transfer of mining enterprises, demonstrating the most common litigation positions and claims of the parties in such disputes, as well as the conflicts and entanglements in the application of law and principles faced by the people's court in hearing such cases.

Regarding the nature of such contracts, it should be said that in terms of the form of the contract itself, there are significant differences between mining rights transfer contracts and mining enterprise equity transfer contracts in terms of contract subject, contract subject matter, and even contract content. In this regard, the distinction and analysis made by the judgment in this case between equity and mining rights is undoubtedly correct, and it is therefore established that the legal relationship in this case belongs to equity transfer rather than mining rights transfer.

It is worth noting that the special issue of such cases lies in whether they constitute an act of circumvention of the law, namely the transfer of equity, which is actually a transfer of mining rights, and the transfer of mining rights is essentially illegal through the formal legal transfer of equity of mining enterprises. There are objectively two completely different opinions and propositions regarding this. One view is that the legal nature of the contract or behavior should be determined based on the formal requirements of the contract. As long as the transferor of the contract is a shareholder and the subject matter of the contract is equity, it should be recognized as equity transfer. Only when the mining enterprise is the transferor and the mining rights are the agreed subject matter, can it be recognized as a mining rights transfer contract. Another view is that for such contracts, their legal nature cannot be simply determined based on the surface form of the contract. If the facts can indeed indicate that the parties are transferring mining rights through equity transfer in order to avoid legal restrictions or procedural requirements, it is a typical evasion of legal behavior and should be recognized as mining rights transfer and its effectiveness should be determined accordingly. As for the circumstances that constitute such avoidance behavior, a comprehensive judgment can be made based on factors such as the subjective intention clearly expressed by the parties during the contracting process, whether all or part of the equity is transferred, and whether the mining rights are all or part of the assets of the target company.

This type of problem not only exists in the transfer of equity in mining enterprises, but also in contractual relationships involving mandatory contract approval and rights transfer restrictions, such as the transfer of equity in foreign-invested companies and the transfer of equity in real estate development companies with land use rights. Its proper resolution depends on the revision and improvement of national legislation. The judgment opinion in this case reflects the value judgment and judicial orientation of the judges in recognizing and maintaining the effectiveness of the equity transfer contract of mining enterprises in the case. It is not only a sufficient reflection and expression of an opinion, but also an important driving force to completely solve the above problems.

8、 Huang Guojun's Partnership Dispute with Dalinwan Mining Plant and Su Zhichang in Zunyi City

（1） Basic facts of the case

Dalinwan Mining Factory was originally a sole proprietorship enterprise of Su Zhichang, and obtained a mining license and business license on July 31, 2003. On December 20, 2003, Huang Guojun signed a partnership agreement with Su Zhichang, stipulating that Su Zhichang would provide mining permits, business licenses, and other mining procedures. Huang Guojun would invest in the existing mining area to mine Well 4, and bear its own profits and losses, as well as mine safety responsibilities. Subsequently, although the nature of the Dalinwan Mining Plant was changed from a sole proprietorship to a partnership, the partners also underwent multiple changes. However, Huang Guojun has been engaged in the mining activities of Well 4 with the mining license and business license of the Dalinwan Mining Plant, and has paid a total of 108120 yuan in fees such as certification fees, documentation fees, and public security fees. On August 1, 2008, the Dalinwan Mining Plant was punished by the competent department of land and resources for illegally transferring mining rights. On June 8, 2009, the Dalinwan Mining Plant was ordered by the safety production supervision and management department to stop mining and rectify within a specified period of time due to the lack of a safety production license. The Dalinwan Mining Plant did not carry out technical renovation on Well 4, resulting in Huang Guojun being unable to continue mining. Huang Guojun filed a lawsuit requesting a compensation of 2.2 million yuan from the Dalinwan Mining Plant.

（2） Judgment results

The first instance judgment of the People's Court of Honghuagang District, Zunyi City rejected Huang Guojun's lawsuit request. The Intermediate People's Court of Zunyi City, Guizhou Province held in the second instance that Huang Guojun signed a partnership agreement with Su Zhichang to independently engage in mining activities within the mining license area of the Dalinwan Mining Plant, without obtaining approval and change registration from relevant administrative authorities, which violated the national approval regulations on the development, utilization and protection of mineral resources and damaged the national management order of mineral resources. After the Dalinwan Mining Plant changed its registration as a partnership enterprise, Huang Guojun was not registered as a partner. The above behavior is actually affiliated with mining, and the partnership agreement should be invalid. Dalinwan Mining Plant has a significant fault in this regard. The second instance court ruled that Dalinwan Mining Plant compensated Huang Guojun with 136620 yuan in losses.

（3） Typical significance

Mineral resources are non renewable. In order to protect and reasonably develop mineral resources, enterprises that have obtained mining licenses must strictly comply with the laws and regulations on the development and utilization of mineral resources. If the mining rights holder signs a partnership agreement with another person, but there is no actual fact of partnership operation, and the party implementing the mining act pays the affiliated fees, invests in the name of the mining rights holder, is responsible for its own profits and losses, and independently engages in mining of mineral resources to achieve the illegal purpose of evading administrative supervision, the partnership agreement shall be deemed invalid. The administrative penalty imposed on mining rights holders shall not affect their civil liability. On the basis of clarifying the fault of the parties involved, the people's court determines the civil liability of each party based on the size of the fault, which is of positive significance in regulating the lawful exercise of mining rights by mining rights holders and maintaining the order of mineral resource circulation.

【Commentary Expert】 Cai Xueen, a representative of the National People's Congress and a lawyer at Hubei Dewei Junshang Law Firm.

【Comments】

Firstly, both trial courts have made it clear that the partnership agreement signed between the mining rights holder and others is invalid. In this case, the mining rights holder signed a partnership agreement with others, allowing others to engage in mining activities independently within the mining license area under their name, but failed to handle approval and change registration in accordance with the law, in violation of the national approval regulations on the development, utilization, and protection of mineral resources. The people's court, in accordance with Article 52 of the Contract Law, determined that the contract agreement was invalid and denied the mining rights holder's attempt to illegally transfer the mining rights through partnership, thus protecting the national management order of mineral resources in accordance with the law. Secondly, after the people's court determines that the partnership agreement is invalid, in accordance with Article 58 of the Contract Law, it further clarifies the responsibilities that both parties should bear based on their respective fault levels. The act of mining rights holders transferring mining rights in disguised form through contracting violates the mandatory provisions of laws and regulations such as the Mineral Resources Law, and should bear corresponding responsibilities for their faults.

Currently, some mining enterprises still engage in a large number of unlicensed mining activities of mineral resources in various forms (including leasing, cooperation, partnerships, etc.). The state has established strict approval and filing procedures for mineral resource extraction and development activities. On the one hand, in judicial practice, it is necessary to strictly identify and grasp the situation where illegal transfer of mining rights damages national interests. On the other hand, based on clarifying the specific circumstances and facts of each case, the effectiveness and nature of cooperation agreements between mining rights holders and others should be determined.

9、 Dispute over Special Area Cooperation Exploration Contract between Xinjiang Lingang Resource Investment Co., Ltd. and Sichuan Jinhe Mining Co., Ltd

（1） Basic facts of the case

On October 10, 2011, Lingang Company and Jinhe Company signed a "Cooperative Exploration and Development Agreement", which stipulated that after Lingang Company compensated Jinhe Company with 35 million yuan, both parties jointly established a project company and transferred Jinhe Company's exploration rights to the project company's name when conditions were met. On October 25, 2011, Lingang Company made an actual payment of 35 million yuan to Jinhe Company. On November 22, 2013, Lingang Company notified the termination of the contract on the grounds that the cooperative exploration operation area is located in the Tashkurgan Wildlife Nature Reserve in Xinjiang, but Jinhe Company replied by refusing. Jinhe Company filed a lawsuit requesting confirmation that the termination of the contract by Lingang Company is invalid; Confirm the validity of the 'Cooperative Exploration and Development Agreement'. Lingang Company counterclaims and requests the termination of the "Cooperative Exploration and Development Agreement", and Jinhe Company refunds the cooperation compensation of 35 million yuan and compensates for the losses.

（2） Judgment results

The Higher People's Court of Xinjiang Uygur Autonomous Region ruled in the first instance that the termination of the contract by Lingang Company was invalid, and both parties continued to fulfill the "Cooperative Exploration and Development Agreement", rejecting the counterclaim request of Lingang Company. The Supreme People's Court held in the second instance that the exploration rights involved in the case were located within the Tashkurgan Wildlife Nature Reserve in Xinjiang. The nature reserve was established first, and the exploration rights of Jinhe Company were obtained later. Based on the "Cooperative Exploration and Development Agreement", both parties knew or should have known that exploration and development of mineral resources were not allowed within the nature reserve. This agreement violates the prohibitive provisions of the Nature Reserve Regulations. If the agreement is deemed valid and continues to be fulfilled, it will cause serious damage to the natural environment and ecology, and damage the public interests of the environment. Therefore, the agreement shall be deemed invalid according to law, and the cooperation compensation of 35 million yuan collected by Jinhe Company shall be refunded. The losses claimed by Lingang Company shall be partially compensated by Jinhe Company at a discount, and partially borne by Lingang Company itself or resolved separately during the liquidation of the project company. The second instance court revoked the first instance judgment and made a revision.

（3） Typical significance

The contradiction between environmental protection and economic development is more prominent in special areas such as nature reserves, scenic spots, key ecological functional areas, ecologically sensitive areas, and fragile areas. The people's court should review and execute relevant cases based on the national and provincial planning of the main functional areas of land space, fully consider the different functional positioning of various functional areas, and determine different processing ideas. For environmental resource disputes in optimized development areas, especially key development areas, more consideration can be given to the need for rational utilization of environmental capacity to develop the economy. For environmental resource disputes in restricted and prohibited development areas, especially in areas with designated ecological protection red lines, the strictest protection measures should be implemented. For the exploration and mining of mineral resources contracts signed in the above-mentioned special areas, even if they have been approved by the competent department of land and resources, the people's court shall still conduct a special review of the effectiveness of the contract. If the contract violates the mandatory provisions of laws and administrative regulations and damages the environmental public interests, it shall be deemed invalid in accordance with the law.

Chen Demin is a professor and doctoral supervisor at Chongqing University.

【Comments】

This case has gone through two trials and has been concluded. The results of the first and second trials are different, and the difference lies in the legal determination of the effectiveness of the Cooperative Exploration and Development Agreement. The first instance court held that although the mining rights involved in the case were located within the scope of the nature reserve, there was no situation where the "Cooperative Exploration and Development Agreement" could not be realized, and both parties should continue to fulfill the agreement. The first instance emphasized that the parties to the contract had expressed the same intention and had fulfilled the agreement for two years, but ignored the external requirement for the contract to take effect, that is, the exploration rights stipulated in the agreement are located in a natural reserve and harm the environmental public interests. The second instance court ruled that the agreement signed by both parties was invalid in accordance with the prohibitive provisions of the Nature Reserve Regulations, and rejected the first instance judgment on continued performance. By comparison, it can be seen that the second instance of this case has the following three exemplary functions: firstly, the determination of the effectiveness of a mining rights dispute contract cannot be limited to the realization of the contract purpose, but should be based on the objective supporting elements of the contract's establishment and effectiveness in accordance with the law. The second is to focus on playing the role of environmental justice in safeguarding environmental public interests, and the judiciary should systematically and completely implement environmental regulations to maintain the operation of the management system of nature reserves. The third is to vigorously exert the judicial correction function, and the mining rights contract cannot be directly recognized as valid due to the approval of the administrative department. The effectiveness of contracts involving public interests should be reviewed ex officio.

The second instance judgment result meets the requirements of ecological civilization construction and green development, and has guiding significance. Especially in ecologically sensitive areas and other ecological red line designated areas, judicial decisions should strictly adhere to the priority of environmental protection and the ecological red line management system. It is strictly prohibited to arbitrarily change the use of natural ecological spaces and prevent unreasonable resource development from damaging the ecological environment.

10、 Case of Infringement Dispute between Tuyangangtou An Yela Stone Mine in Yunhe County and State Grid Zhejiang Electric Power Company over Mineral Overlay

（1） Basic facts of the case

On December 29, 2004, the Yelashi Mine in Yunhe County obtained the mining rights for Yelashi. On March 18, 2013, the Zhejiang North Fuzhou UHV AC transmission and transformation project received approval from the National Development and Reform Commission. On April 26, 2013, State Grid Zhejiang Electric Power Company contracted the Zhejiang North Fuzhou UHV AC project line project to outsiders for construction. On August 20, 2014, the Yelashi Mine in Yunhe County reported to the line engineering project department that the power line between the 5R67 and 5R66-5R68 stakes of the Zhejiang North Fuzhou 1000KV AC transmission line crossed its mining area. After verification, the transmission line route does indeed conflict with the scope of the pyrophyllite mining area in Yunhe County. On December 26, 2014, the ultra-high voltage AC transmission and transformation project involved in the Zhejiang North Fuzhou case was officially put into operation. The Yelashi Mine in Yunhe County filed a lawsuit on the grounds that it was unable to conduct normal blasting mining and requested that State Grid Zhejiang Electric Power Company immediately dismantle the transmission line established in its mining area.

（2） Judgment results

The People's Court of Yunhe County, Zhejiang Province held in the first instance that the Zhejiang North Fuzhou UHV AC transmission and transformation project is a national key project approved and constructed by the National Development and Reform Commission in accordance with the law. The investment is huge, and it has been completed and officially put into operation. If it is demolished, it will cause significant losses to the national interests and social public interests. Therefore, the lawsuit request for the Yela stone mine in Yunhe County is not supported. If the Yelashi Mine in Yunhe County believes that the installation of power lines by State Grid Zhejiang Electric Power Company has caused losses to it, it can be resolved through separate negotiations or litigation. The Intermediate People's Court of Lishui City, Zhejiang Province held in the second instance that even though the construction of supporting piles and the installation of electric wires by State Grid Zhejiang Electric Power Company constituted a hindrance to the mining rights of Yelashi Mine in Yunhe County, considering the important role played by the project in meeting the needs of power transmission between Fujian and Zhejiang and improving the reliability of power supply in the East China power grid, and the huge investment in the project and its formal operation, such as demolition, It will inevitably have a significant impact on the power supply in Zhejiang Province, which not only involves the economic interests of Yelashe Mine, but also involves social and public interests. The second instance court rejected the appeal and upheld the original judgment.

（3） Typical significance

Before constructing railways, factories, reservoirs, oil pipelines, transmission lines, and various large buildings or building complexes, the construction unit must inquire with the provincial land and resources authorities about the distribution and mining situation of mineral resources in the area where the proposed project is located. Without the approval of departments authorized by the State Council, important mineral deposits shall not be covered. Without approval and evaluation, signing compensation agreements with mining rights holders, registering mineral resource reserves, and other legal procedures, the overlying party of the deposit constructed projects within the mining rights holder's mining area, overlying mineral resources, and infringing on the legitimate interests of the mining rights holder. However, in terms of the way of assuming liability for infringement, comprehensive consideration should be given to factors such as the national key construction projects such as transmission lines, which involve national interests and social public interests, huge investment and have already been put into operation, and it is not appropriate to directly order the demolition. In the case where the mining rights holder only requests the removal of obstacles, the people's court should fully explain and inform them that they can claim appropriate forms of responsibility separately, taking into account national interests, social public interests, and the legitimate rights and interests of the mining rights holder, and adapting to national industrial policies and socio-economic development needs.

Chen Demin is a professor and doctoral supervisor at Chongqing University.

【Comments】

The first instance judgment of this case does not support the lawsuit request to demolish the Yelashi Mine in Yunhe County and establish a transmission line within its mining area, based on the grounds that the mining engineering project cannot interfere with the power transmission needs of Fujian and Zhejiang and cannot affect the normal operation of the power supply reliability of the East China Power Grid, and proposes to negotiate or file a separate lawsuit for resolution. The second instance upheld the first instance judgment in accordance with the law. This case has two guiding significance: firstly, the issue of balancing the overall and local interests in judicial judgment. In response to the fact that the Zhejiang North Fuzhou UHV AC transmission and transformation project has been officially put into operation, the judicial judgment considers the balance between social public interests and the economic interests of Yelashi Mine. Both the first and second trials ensure the priority of the overall public interests in accordance with the law. The second is the exercise of the right of judicial interpretation in judicial decisions. The first instance court did not directly take the demolition of the transmission line established in its mining area as a way of assuming responsibility according to the plaintiff's request, but instead informed the parties through the judge's interpretation that they could claim an appropriate form of responsibility separately. This approach is the result of balancing interests, which not only takes into account social and public interests, but also provides possibilities for the realization of the legitimate rights and interests of mining rights holders.

Coordinating the relationship between the overall public interest and local individual interests is the key to fair justice, and it is essential to regulate the reasonable boundaries of individual interests for the public interest. The interpretation power of judges in judgments is one of the ways to provide judicial relief for the rights and interests of the parties involved, which is conducive to promoting the fairness and efficiency of litigation proceedings and enhancing judicial credibility.