On September 27, 2017, HW Company and BK Company signed a "General Contract for Design, Procurement, and Construction (EPC) of Deep Geothermal Heating Project in XX County, Hebei Province", which stipulates that it will be signed by the representatives of the two personnel (or authorized representatives) and the official seals of both parties (or special contract seals) are stamped, and the contract will take effect after the contractor receives the advance payment for the contractor's project. HW Company then began to enter the market according to BK Company's entry notice, and signed a subcontract contract with professional subcontractors in accordance with BK Company's instructions, and advanced the design, exploration and other expenses. On October 18, 2017, BK Company paid a prepayment of RMB 11.12 million to HW Company, and the contract began to take effect. On October 12, 2018, the project company GP Company suddenly sent a "Notice of Termination of Contract" to HW Company for no reason, unilaterally terminated the general contract contract, and asked HW Company to withdraw the on-site personnel and materials. On February 27, 2019, HW Company sent a settlement letter for the deep geothermal central heating project in XX County, Hebei Province to BK Company, but BK Company has not reviewed and confirmed the settlement price submitted by HW Company. On May 28, 2019, BK Company filed a lawsuit with the People's Court of XX County, Hebei, requiring HW Company to return 8763,796 yuan of advance project payment. HW Company believes that BK Company's claim has no factual basis and its behavior constitutes a fundamental breach of contract. It should bear the liability for breach of contract such as payment of project prices, compensation for losses and loss of gains. Therefore, it entrusts lawyer He Yongjun from Beijing Yingke (Zhengzhou) Law Firm to respond and file a counterclaim, requesting the first instance court: 1. Order BK Company to pay project visa fees, advance fees, breach of contract claims, etc., a total of 17513878.42 yuan (in addition to the advance payment of 11120,000 yuan, an additional compensation of 6393878.42 yuan); 2. HW Company has the right to pay the construction project price for the completed "deep geothermal central heating project"; 3. The litigation costs in this case shall be borne by BK Company.

During the lawsuit, HW Company applied for project cost appraisal. On July 29, 2020, ZZX Company issued the "Project Cost Appraisal Opinion", which determined: (1) The cost of the completed project is 3130,630.13 yuan; (2) The exploration fee and franchise fee are 7860,000 yuan; (3) The advance and advance fee is 2471,425 yuan; (4) The total contract management fee (first 3 items × 4.5%) = 605,792.48 yuan; (5) The project management loss fee is 178,652 yuan; other "delayed construction period claims fees" and "bank interest rate claims" are not included in the project cost appraisal opinions. The "loss of gainable benefits" is terminated due to the contracting party's reasons, and the gainable benefits that the contractor should have objectively existed cannot be realized.

The first instance court judgment result: 1. Dismiss the plaintiff BK’s lawsuit request. 2. The counterclaim defendant BK Company shall pay the counterclaim plaintiff HW Company 1452,870 yuan within 20 days from the date of the legal effect of this judgment. 3. Dismiss other litigation requests from the counterclaim plaintiff HW Company. The case acceptance fee is RMB 73,146, which shall be borne by the plaintiff BK Company. Counterclaim fee 282

After the sponsoring lawyer handled the case, he first reviewed the basic evidence materials such as the contract, visa information, correspondence letters, meeting minutes, procurement contracts, settlement materials, etc., and then went to the project site to inspect the construction site, communicated with the project manager, engineering and technical personnel, etc., and formulated a list of evidence collection materials. In particular, the focus was on investigating the subsequent construction of the projects involved in the lawsuit in the local area, whether the guiding documents issued by the local government were indeed "force majeure", and the important information of the local government's bid for the franchise company again after the local government revoked the plaintiff's franchise rights. According to the information provided by HW Company, the sponsoring lawyer believes that the project contract in question is a valid contract and does not belong to the construction method prohibited by the local government; according to the situation, HW Company has no possibility of continuing to cooperate with BK Company, and its demands focus on paying completed project funds, breach of contract claims, delay compensation, interest losses, loss of gains, etc. After repeated argumentation and research, the organizer believes that the plaintiff BK Company unilaterally terminated the contract on the grounds of "force majeure", which is a breach of contract. HW Company can claim to BK Company based on the contract that the termination of the contract is invalid, continue to perform, compensate for losses, etc.; thus, the organizer put forward a positive breakthrough in the response to the lawsuit, overturning the plaintiff BK Company's "force majeure", and at the same time, leverage the strength to fight and support the agency idea of this party's counterclaim request. The organizer summoned the group team members to conduct research and judgment on the cases, focusing on the relevant legal provisions of "force majeure", and looking for legal and theoretical support from the provisions of laws and regulations, guiding cases, and expert views. The plaintiff's lawsuit requests and the evidence submitted are deduced one by one, simulating the litigation direction and defense reasons that BK Company may use, and making comprehensive preparations.

In the subsequent trial, the sponsoring lawyer closely followed the key point of whether "force majeure" existed and conducted cross-examination and court debate. In this lawsuit, the sponsoring lawyer accurately explained that the specific process method of HW company using geothermal heat is two different concepts that the local government clearly prohibits groundwater mining. It cannot be confused, and it cannot claim the existence of so-called "force majeure" based on this; cleverly utilizes the evidence of "government revoking the franchise right" proposed by the other party, and combined with the fact that the government re-tendered the project involved, it strongly refuted the other party's views, further explaining that the project cannot continue because of the plaintiff BK company's own reasons, proving the fact that the plaintiff's serious breach of contract. In terms of counterclaims, the full preparations made by the sponsoring lawyer played a decisive role. The various transaction documents were clear, the cost accounting was accurate, and the signature procedures were complete and complete, leaving no room for maneuver for the other party, laying a solid foundation for the ultimate achievement of ideal results in this case. The first instance court highly praised the sponsor's full preparation work and basically adopted the entire viewpoint of the sponsor's lawyer.

The first instance court held that this case summarized the focus of the dispute around the arguments between the two parties and commented on them as follows:

This court believes that the focus of the dispute in this case is whether the reason why the plaintiff and defendant terminate the contract signed by both parties is force majeure. Force majeure refers to an objective situation that cannot be foreseeed, avoided, or overcome. On December 20, 2017, the People's Government of Hebei Province issued the "Notice on Announcement of Groundwater Over-Based Areas, Prohibited Areas and Restricted Areas", which will be implemented from the date of publication. The notice stipulates that XX County is a groundwater prohibited mining area. In this area, new water intake wells shall not be dug, and new groundwater intake shall not be added. This court believes that the heat source used in the contract between the two parties is geothermal water, which is water and minerals. To exploit geothermal water, you need to apply for a water withdrawal license and mining certificate. New water intake wells and groundwater intake wells shall not be dug in the prohibited mining area. However, the projects involved in the contract are not all new water withdrawals. According to the policy at the time of the contract termination, re-injection measures can be taken. The original geothermal wells can be continued to be used on the premise of obtaining the mining rights. The contract will be performed until October 31, 2018 after the issuance of the document. Therefore, the plaintiff (counter-claim defendant)'s opinion that the document is used as force majeure cannot be established. The reason for the termination of the contract between the two parties is not force majeure. The reason why both parties terminate the contract is that of the plaintiff (counterclaimer of the defendant), and the plaintiff (counterclaimer of the defendant) shall pay the project funds and available benefits that the defendant (counterclaimer of the plaintiff) have carried out.

Regarding another focus of this case, the cost of the completed project of the defendant (counter-claiming plaintiff) has been entrusted with a qualified appraisal agency to conduct the appraisal, and this court adopts the appraisal opinion.

The plaintiff (counterclaim defendant) requested the defendant (counterclaim plaintiff) to return part of the advance payment, because the defendant (counterclaim plaintiff) had completed the project payment exceeding the plaintiff's advance payment, and his request could not be supported.

The request of the counterclaim plaintiff (defendant) to request the counterclaim defendant (plaintiff) to pay the money in accordance with the law and this court supports it, but the amount of the request is too high and does not conform to the legal facts, and the excess will be rejected. The plaintiff (defendant) should receive a total of RMB 12572,870. The plaintiff (plaintiff) has paid RMB 111,200,000 before, and another RMB 1452,870 should be paid.

To sum up, in accordance with Article 180 of the General Principles of the Civil Law of the People's Republic of China and Article 97, Article 98, Article 107, Article 109 and Article 117 of the Contract Law of the People's Republic of China, the court's judgment is as follows: 1. Dismiss the plaintiff BK Company's lawsuit request; 2. The counterclaim defendant BK Company pays RMB 1452,870 to the counterclaim plaintiff HW Company within 20 days from the date of the legal effect of this judgment (the payment method is the same as the advance payment method); 3. Dismiss other lawsuit requests of the counterclaim plaintiff HW Company.

After the first instance judgment was delivered, neither HW nor BK Company appealed. BK Company voluntarily fulfilled the payment obligation determined by the judgment, and the case ended successfully.

Force majeure clauses are generally reflected in construction contracts, but it is common to terminate the contract on the grounds of "force majeure" during the performance of the contract, but not many people who ultimately receive support from the court. In this case, the lawyer accurately grasped the spiritual essence of "force majeure", identified the key nodes, fought back and achieved success, not only allowed the breach of contract to bear due responsibilities, but also successfully protected their legitimate rights and interests. The disclosure of court judgment documents also provided an authoritative leading role for public legal practice, demonstrating the legislative spirit of law in protecting contracts and punishing breach of trust.