LW6134 Chinese and Comparative Company Law
case Mainland China English summary

Zhao v. Restaurant Company: Commingling Liability After Share Transfer

赵某某诉某餐饮公司、吴某甲买卖合同纠纷案

A reference case holding that a shareholder's liability for company-personal asset commingling is not erased merely because the shareholder later transfers the equity.

Open source

Brief English Introduction

The claimant supplied vegetables to a restaurant company and alleged that the controlling shareholder’s personal assets and the company’s assets were commingled. The court’s key lesson is temporal: once commingling has harmed the company’s solvency and creditor interests, later transferring the shares does not cleanse the shareholder’s responsibility.

Use It For

Use this case when students ask whether a shareholder can exit liability through a later transfer.

Teaching Notes

The case makes causation and timing visible. Students should ask when the abusive conduct occurred, when the creditor’s loss became likely, and whether the transfer changed the creditor’s position.