腾房之诉

台州市某有限公司（下称某公司）诉被告李某、李某某父子俩租赁合同纠纷一案，于2007年1月15日向浙江省台州市椒江区人民法院提起诉讼。某公司称：两被告系父子关系，李某是原台州市椒江区某粮管所退休职工，李某某系本公司职工。公司考虑两被告住房困难，把公司所有的座落于某中街209号二间店面和一间半宿舍及某下街10号楼上一间宿舍的房屋租给两被告，同时象征性地收取极低廉的每月8元的房租。因公司对该房屋另有用途，于2006年初开始通知两被告腾房，直至今日也未腾空。由于该房屋租赁为不定期租赁合同关系，故起诉要求终止与两被告的租赁合同关系，腾空上述所租房屋，并支付使用期间的房租费。诉讼费用由两被告负担。

根据《中华人民共和国合同法》第二百三十二条有关规定，某公司是可以随时解除上述租赁合同的。因此，对两被告来讲，这是一场必输无疑的官司。

事出有因

两被告接到某公司的诉状后，委托周海龙律师予以代理。经向两被告了解，这起纠纷是有历史原因的。李某是原某粮管所退休工人，1956年四月参加工作，家住某下街10号，也就是原来某粮管所职工宿舍内。住的宿舍是某粮管所分配给李某的，一家三代五口人，长期租住单位职工宿舍，五人租住房屋面积36平方米。从59年调到某粮站任出纳员，住在粮库职工宿舍已有23年。83年某粮管所成立以后，在某中街209号建造了一栋五间二层新粮站，楼下五间作粮食供应站，楼上是职工宿舍。某粮管所第二任领导决定叫李某到粮站工作，把楼上的宿舍（面积仅24平方米）分给李某住。85年，某粮管所在某下街10号粮库内，造了一栋共六户的三层楼套房，作为职工宿舍。分配方案是优先考虑老职工，后考虑要结婚的青年职工。第五任领导做李某思想工作说：“老李，你年纪大了，让给青年职工结婚吧。你如果房屋不够住的话，我再给你安排半间，锅灶也给你打好。今后你都住在这里就可以了”。 87年，来了房改政策，就把那栋三层楼套房作了房改，所住六户职工花了几千元钱买了房。而李某某是1990年8月进某粮管所工作，与父亲李某合住在宿舍内。后来，李某某结婚，住在某中街209号一间半宿舍。李某又住回到某下街10号一间宿舍。

在2001年12月，某粮管所改制，成立台州市某有限公司，有26位股东，杨某任董事长。但单位体制改革时，只有26位新职工参加了改制会议，并入了股，并没有邀请某粮管所离退休老职工参加，对老职工未参加房改的历史问题不管不问。在改制过程中，没有提留企业8位离退休老职工的一次性住房补贴金。正是对体制改革不认真、不负责的违法行为，造成部分退休老职工长期居住在原某粮管所宿舍。

某公司成立后，只收租金，没有开展任何贸易业务，所以决定资产转让。2006年6月23日委托台州市曙光拍卖公司以起拍价518万拍卖公司整体资产，由于无人竞拍而流拍。2007年初，某公司股东会决定以股份转让形式将公司转让给某某超市。转让合同要求某公司把所有出租房屋腾空后才生效。而李某、李某某一直以宿舍为家，没有任何其它住房，故拒绝搬迁而引起诉讼。

明修栈道

接到起诉书后，两被告要求以买回自己所住宿舍作为答辩。理由之一是两被告作为承租人的优先购买权。因为在2006年6月14日《台州商报》中，台州市曙光拍卖公司拍卖公告明确台州市某有限公司所有资产就是房产。现把唯一资产房屋以捆绑形式全部卖给某某超市，名义上是转让股份，其实就是买卖房屋。周海龙律师认为两被告上述理由不能成立。两被告仅租赁部分房屋，其余部分非为租赁权客体，故该部分之处分，不应受由租赁权所衍生的权利——优先购买权的限制。假如某公司真的是资产转让，其整体资产被视为一物，作为承租人的部分优先权，法律是不予保护的。理由之二是李某某作为某公司股东要求分割公司房产以便自己居住。公司共有大小房屋98间，按自己占公司股份3.27%，应该分得3间；但要求实物分割也是没有法律依据的。面对两被告处于不利境遇，代理律师只好先正面应对。在2007年2月5日向法院提交了答辩状，并提供了几组证据证明此租赁合同纠纷是有历史原因，是某公司改制不当造成的。要求法院要么驳回某公司诉讼请求，要么参照椒江区大埠头粮站、海门粮油厂拆迁时待遇，即凡住在职工宿舍的，每人补发奖励金24000元。

暗度陈仓

据李某某讲，形式上，某公司于2007年1月6、18日分别以电报和特快专递形式通知作为公司股东的李某某，要求其在收到通知书之日起三十日内答复是否购买杨某等24位股东出让给某某超市的股权，逾期视为同意转让。实质上，某公司出让的是包括李某某在内的公司全部股权。针对某公司违反《公司法》有关规定，侵犯股东利益出让股权，并急于办理股权变更登记手续。周海龙律师制定了代理方案，先是正面应对租赁合同纠纷案，然后以公司决议侵害股东权为由起诉某公司，实施拖延战术，逼迫某公司作出让步。方案既定，按步实施。2007年1月24日以李某某名义向某公司发出申请书，要求查阅、复制上述有关股权转让的董事会决议、股东会决议、会议纪录。同年1月30日，又分别向某公司和董事长杨某发“关于股权转让通知书”复函，要求告知股权价格、价款的支付方式、支付期限及某公司股权转让前后的债权债务承担、违约责任等股权转让条款。同年2月6日向台州市工商行政管理局椒江区分局发函，要求中止某公司股东变更登记手续。同年2月9日向椒江区人民法院起诉某公司，要求撤销某公司有关股权转让的股东会决议。并于同年3月24日向法院提出申请，要求法院调查取证某公司股权转让协议。

倡导和谐

2007年春节前夕，租赁合同案子还未开庭，某公司部分职工却在公司授意下，强行发出腾房通知。并于2天后对某中街209号二间店面进行打砸，李某某被打成轻微伤。还威胁过几天要把宿舍楼梯敲掉，让两被告进不了宿舍，逼迫两被告腾房。针对情况变得越来越严峻，为了维护当事人的合法权益，平平安安过新年，代理律师迅速与主审法官沟通。请求法官向某公司发出司法警告，要求某公司停止违法行为，以免事态进一步复杂化。

开庭之时，除正常庭辩外，代理律师还在庭上倡导和谐之歌。陈述李某已是70多岁年龄的退休职工，假如法院判决其腾房，那么他是既没家，又没钱，叫其如何安度晚年。现在党和政府正在提倡建立和谐社会，社会主义和诣社会的基本内涵和主要特征，是依据社会公正与公平的原则，建立和保持不同社会集团之间和诣的利益关系；社会主义和诣社会的基本保障是民主政治、“法治国家”和以公正、公平为主要价值取向的公共政策。法庭也非常同情两被告。除要求两被告尽快申请当地政府推出的经济适用房同时，也做某公司思想工作，要其作出让步，在两被告腾房后，补偿一年的租房费。

调解结案

同年4月6日，由于股权受让人某某超市急于取得某公司股份，委托中间人向两被告提出要求，要求他们息讼，主动腾房。考虑到李某年龄大，确有实际困难，愿意作出经济补偿。并要求李某某授权中间人办理一切其在某公司中的股权转让事项，撤回其起诉要求撤销某公司有关股权转让股东会决议案。在此情况下，代理律师认为时机已到，催促两被告答应上述条件。4 月9日，浙江省台州市椒江区人民法院作出准予撤诉的民事裁定书，并于4月 18日作出两被告在1 个月内腾房，某公司补偿其壹仟伍佰元人民币的民事调解书。此案在代理律师的努力下，终于得到圆满解决。

本案产生的缘由是由某公司改制不当引起的，解铃还需系铃人，故由取得该公司股权的某某超市作出一些补偿是合情理的。

The lawsuit of Tengfang

The case of a certain limited company (hereinafter referred to as a certain company) in Taizhou City suing the defendant Li and Li's father son over a lease contract dispute was filed with the People's Court of Jiaojiang District, Taizhou City, Zhejiang Province on January 15, 2007. A certain company claims that the two defendants have a father son relationship, Li is a retired employee of a grain management office in Jiaojiang District, Taizhou City, and Li is an employee of our company. Considering the housing difficulties of the two defendants, the company rented all the houses located at 209 Middle Street, two storefronts, one and a half dormitories, and one dormitory above 10 Lower Street to the two defendants, while symbolically charging an extremely low monthly rent of 8 yuan. Due to the company's use of the property for other purposes, the two defendants were notified to vacate the property in early 2006, and it has not been vacated until today. Due to the fact that the lease of the house is an indefinite lease contract, the lawsuit requires the termination of the lease contract with the two defendants, the vacating of the aforementioned rented house, and the payment of rent during the use period. The litigation costs shall be borne by the two defendants.

According to Article 232 of the Contract Law of the People's Republic of China, a certain company may terminate the aforementioned lease contract at any time. Therefore, for the two defendants, this is a case that will undoubtedly be lost.

There is a reason for the incident

After receiving a complaint from a certain company, the two defendants entrusted lawyer Zhou Hailong to act as their agent. After learning from the two defendants, this dispute has historical reasons. Li is a retired worker from a former grain management office. He started working in April 1956 and lives at No. 10 Xiajie, which is also the dormitory of the former grain management office employees. The dormitory I live in is assigned to Li by a certain grain management office, with a family of three generations and five people. I have rented a dormitory for employees of the unit for a long time, and the five people rent a house with an area of 36 square meters. I have been transferred to a grain depot as a cashier since 59 and have been living in the staff dormitory of the grain depot for 23 years. After the establishment of a grain management office in 1983, a five bedroom, two-story new grain station was built at 209 Zhongjie Street. The five rooms downstairs served as grain supply stations, and the upper floors served as employee dormitories. The second leader of a grain management office decided to ask Li to work at the grain station and allocate the dormitory upstairs (with an area of only 24 square meters) to Li for accommodation. In 1985, a grain management office built a three story apartment with six households in a grain depot at No. 10 Xiajie, serving as an employee dormitory. The distribution plan prioritizes elderly employees and later considers young employees who want to get married. The fifth leader did Li's ideological work and said, "Old Li, you are getting old, let the young employees get married. If your house is not enough for living, I will arrange another half room for you, and the stove will also be ready for you. From now on, you can live here. In 1987, with the implementation of the housing reform policy, the three story apartment was renovated, and the six employees living in it spent thousands of yuan to buy a house. Li joined a grain management office in August 1990 and lived in a dormitory with his father, Li. Later, Li got married and lived in a one and a half dormitory at 209 Middle Street. Li moved back to a dormitory at 10 Xiajie.

In December 2001, a grain management institute was restructured and established a limited company in Taizhou City, with 26 shareholders and Yang serving as the chairman. However, during the reform of the unit system, only 26 new employees participated in the restructuring meeting and were incorporated into the stock market. They did not invite retired employees from a certain grain management institute to participate, regardless of the historical issue of old employees not participating in the housing reform. During the restructuring process, there was no provision for a one-time housing subsidy for 8 retired employees of the enterprise. It is precisely the careless and irresponsible illegal behavior of institutional reform that has caused some retired elderly employees to reside in the dormitory of a former grain management institute for a long time.

After the establishment of a certain company, it only received rent and did not engage in any trading business, so it was decided to transfer assets. On June 23, 2006, Taizhou Shuguang Auction Company was entrusted to auction the entire assets of the company at a starting price of 5.18 million yuan, but the auction was unsuccessful due to no one bidding. In early 2007, the shareholders' meeting of a certain company decided to transfer the company to a certain supermarket through share transfer. The transfer contract requires a company to vacate all rental properties before it becomes effective. Li and Li have always been living in dormitories without any other housing, so they refused to relocate and caused a lawsuit.

Mingxiu Plank Path

After receiving the lawsuit, the two defendants requested to buy back their dormitory as a defense. One reason is that the two defendants have the right of first refusal as tenants. Because on June 14, 2006, in the Taizhou Business Daily, the auction announcement of Taizhou Shuguang Auction Company clearly stated that all assets of a certain limited company in Taizhou are real estate. Now selling the only asset house to a certain supermarket in a bundled form is a nominal transfer of shares, which is actually buying and selling the house. Lawyer Zhou Hailong believes that the above reasons cannot be established for the two defendants. The two defendants only leased a portion of the house, and the remaining portion was not the subject of the lease right. Therefore, the disposal of this portion should not be limited by the right of first refusal derived from the lease right. If a company truly transfers assets, its overall assets are considered as one thing, and as a partial priority of the lessee, the law does not protect it. The second reason is that Li, as a shareholder of a certain company, requests to divide the company's property for his own residence. The company has a total of 98 houses of all sizes, and according to their own 3.27% stake in the company, they should be divided into 3 rooms; But there is no legal basis for requiring physical segmentation. Faced with the unfavorable situation of the two defendants, the acting lawyer had to respond head-on first. On February 5, 2007, a defense was submitted to the court and several sets of evidence were provided to prove that the lease contract dispute had historical reasons and was caused by the improper restructuring of a certain company. Requesting the court to either dismiss a company's lawsuit request or refer to the treatment provided during the demolition of Dabutou Grain Station and Haimen Grain and Oil Factory in Jiaojiang District, that is, for those living in employee dormitories, a reward of 24000 yuan per person will be issued.

Concealed and insincere

According to Li, on January 6 and 18, 2007, a certain company notified Li, who is a shareholder of the company, by telegram and express delivery, requesting him to reply within 30 days from the date of receiving the notice whether to purchase the equity transferred by 24 shareholders such as Yang to the supermarket. Failure to do so will be deemed as consent to the transfer. In essence, a certain company transfers all the equity of the company, including Li. In response to a company's violation of the relevant provisions of the Company Law, infringing on the interests of shareholders by transferring equity, and urgently handling the procedures for equity change registration. Lawyer Zhou Hailong has developed an agency plan, first responding positively to the leasing contract dispute case, and then suing a certain company on the grounds that the company's resolution infringes on shareholder rights, implementing delaying tactics, and forcing a certain company to make concessions. The plan is established and implemented step by step. On January 24, 2007, an application was sent to a certain company under the name of Mr. Li, requesting the review and copying of the board resolutions, shareholders' meeting resolutions, and meeting minutes related to equity transfer mentioned above. On January 30 of the same year, a "Notice on Equity Transfer" was sent to a certain company and Chairman Yang respectively, requesting notification of the equity price, payment method, payment period, and the debt and debt obligations before and after the equity transfer of a certain company, as well as the liability for breach of contract and other equity transfer terms. On February 6 of the same year, a letter was sent to the Jiaojiang District Branch of the Taizhou Administration for Industry and Commerce, requesting the suspension of the shareholder change registration procedures for a certain company. On February 9th of the same year, a company was sued to the People's Court of Jiaojiang District, requesting the revocation of the shareholders' meeting resolution regarding the transfer of equity. And on March 24 of the same year, he applied to the court to investigate and obtain evidence of the equity transfer agreement of a certain company.

Advocate for harmony

On the eve of the Spring Festival in 2007, before the trial of the lease contract case, some employees of a certain company forcefully issued a notice of vacating the house at the company's instigation. And two days later, he smashed two storefronts at 209 Middle Street, causing Li to be slightly injured. He also threatened to knock down the dormitory stairs for a few days, preventing the two defendants from entering the dormitory and forcing them to vacate their rooms. In response to the increasingly severe situation, in order to safeguard the legitimate rights and interests of the parties and celebrate the New Year safely, the acting lawyer quickly communicated with the presiding judge. Requesting a judge to issue a judicial warning to a company, demanding that the company cease its illegal activities, in order to avoid further complications of the situation.

At the time of the trial, in addition to the normal defense, the acting lawyer also advocated for the song of harmony in the court. State that Li is a retired employee in his 70s. If the court decides to vacate his house, then he has neither a home nor money. How can he live his old age in peace. The Party and the government are currently advocating the establishment of a harmonious society. The basic connotation and main characteristics of socialism and harmonious society are based on the principles of social justice and fairness, establishing and maintaining interest relationships between different social groups; The basic guarantees of socialism and the attainment of society are democratic politics, a "rule of law country", and public policies with fairness and justice as the main values. The court also expressed great sympathy for the two defendants. In addition to requiring the two defendants to apply for affordable housing launched by the local government as soon as possible, they also engaged in ideological work for a certain company, requiring them to make concessions and compensate for one year's rental fee after the two defendants vacated their property.

Mediation and settlement of cases

On April 6th of the same year, due to the urgent need for the equity transferee, a certain supermarket, to acquire shares in a certain company, an intermediary was entrusted to make a request to the two defendants, requesting them to settle the lawsuit and voluntarily vacate the house. Considering Li's age and practical difficulties, he is willing to make economic compensation. And requested Li to authorize an intermediary to handle all matters related to his equity transfer in a certain company, withdraw his lawsuit and request the revocation of the resolution of the shareholders' meeting related to equity transfer in a certain company. In this case, the acting lawyer believes that the time has come and urges the two defendants to agree to the above conditions. On April 9th, the People's Court of Jiaojiang District, Taizhou City, Zhejiang Province issued a civil ruling approving the withdrawal of the lawsuit, and on April 18th, issued a civil mediation agreement for two defendants to vacate their houses within one month and a certain company to compensate them with RMB 1500. With the efforts of the acting lawyer, this case has finally been successfully resolved.

The reason for the occurrence of this case is caused by the improper restructuring of a certain company, and it is reasonable for the supermarket that obtained the equity of the company to make some compensation, as the termination of the contract still requires a liaison.