Zhenghan Law Firm worked closely with Quinn Emanuel, a world-leading dispute resolution firm, to represent a Shanghai-based Wholly Foreign-Owned Enterprise (WFOE). After a first-instance defeat left the client facing potential claims worth hundreds of millions of yuan, Zhenghan achieved a complete reversal through meticulous technical deconstruction and clarification of legal boundaries. This case was selected as one of the Top Ten Typical Cases of 2025 by the Shanghai International Commercial Court, fully demonstrating Zhenghan Law Firm’s mature capabilities in cross-border teamwork and case representation.
Keywords: Second-instance reversal, foreign-related commercial matters, typical case
Case Background
Micro-X is a wholly foreign-owned enterprise registered in Shanghai. The plaintiff, Mr. Wang, was formerly the company’s legal counsel and supervisor. After resigning, he filed a lawsuit claiming that both parties had signed a “Supplementary Agreement.” Micro-X did not recognize the actual signing of the “Supplementary Agreement.” The court of first instance held that although Mr. Wang could not provide the original “Supplementary Agreement,” the notarized WeChat chat records and other evidence he provided were sufficient to prove the existence of the agreement, and subsequently ruled against Micro-X. Dissatisfied with the judgment, Micro-X followed Quinn Emanuel’s recommendation and retained Zhenghan Law Firm to file an appeal.
Key Points and Difficulties
While the nominal value of this case was only 1.5 million yuan, it involved equity interests worth nearly 100 million USD, and the core evidence relied heavily on electronic data. First, the original “Supplementary Agreement” was lost due to “improper storage” after the opposing party applied for authentication, making judicial appraisal of signatures, seals, and the time of formation impossible. Second, the WeChat chat records used to support the signing process were confirmed by appraisal to be from a “non-original carrier,” making their authenticity difficult to verify given the technical reality that electronic data can be tampered with and traces can be hidden after migration. Third, the first-instance court converted the “impossible to appraise” result into an adverse allocation of the burden of proof for the company. The key to victory lay in blocking the improper transfer of the burden of proof and dismantling the authenticity of the agreement using commercial logic and formal requirements.
Case Highlights
Faced with the unfavorable situation of the first-instance loss, Quinn Emanuel and Zhenghan Law Firm engaged in close and deep cooperation, forming a cross-border legal team to handle the second instance. Leveraging Zhenghan Law Firm’s local advantage in China’s foreign-related judicial practice combined with Quinn Emanuel’s global experience in cross-border dispute resolution, the two sides broke through conventional thinking to construct a second-instance strategy from the dual dimensions of technical principles and legal boundaries.
Key Points of the Judgment
The second-instance court adopted the counsel’s opinion and ruled that the admissibility of electronic evidence should not ignore its susceptibility to tampering; when there is a high possibility of tampering and no original carrier for verification, the burden of proof cannot be easily transferred. The “Supplementary Agreement” lacked formal requirements and substantive evidentiary support; its content conflicted with existing agreements and lacked reasonable commercial logic. As the probative value did not meet the standard of high degree of probability in civil litigation, it could not be recognized as the true expression of intent by both parties. Accordingly, the first-instance judgment was revoked, all litigation claims of the employee were dismissed, and the litigation and appraisal fees for both instances were ordered to be borne by the employee.
Case Insights
1. This case involved a powerful alliance between domestic and international dispute resolution firms. The close and deep collaboration between Zhenghan Law Firm and Quinn Emanuel demonstrated a strong synergy for “collaborative breakthroughs,” providing a replicable model for the efficient resolution of complex foreign-related commercial disputes.
2. The case further exemplifies the professional standards and international perspective of the Shanghai International Commercial Court in handling new and complex foreign-related commercial disputes. The court accurately determined the validity of foreign-related electronic evidence and clarified the boundaries of evidence examination in a digital context.
3. The judgment is not only a safeguard for justice in an individual case but also a vivid practice of equally protecting the legitimate rights and interests of Chinese and foreign investors. It sends a positive signal to international commercial entities that the Chinese judiciary respects rules and maintains professional rigor, which is significant for creating a stable, fair, and transparent rule-of-law business environment.