Port communication(Beijing No. 3 Intermediate People’s Court) Case Facts March 2012，The leasing company signed a financial lease contract with Zhongsen Group。Contractual agreement：Zhongsen Group sold its own equipment and production lines (market value 51 million yuan) to a leasing company for 21 million yuan。After the leasing company paid 21 million yuan for equipment，Zhongsen Company will then lease the equipment back for use.。
Both parties will not accept and deliver the equipment.，Signing the contract shall be deemed to have fully fulfilled the obligation to deliver the leased property.。The rental principal of Zhongsen Company is 21 million yuan，Annual interest rate 13%，Monthly interest payment of 227,500 yuan，12 months in total，The handling fee is 5% of the financing amount (directly deducted from the rental principal)，Zhongsen Company paid the rent principal of RMB 21 million when paying the last installment of rent.。
at the same time，Both parties agree，Before Zhongsen Group has completed all obligations under this contract，The ownership of the leased property belongs to the leasing company，Zhongsen Group only enjoys possession、Right to use and benefit。The lease contract has been fulfilled，The leased property belongs to Zhongsen Group。After the contract is signed，Zhongsen Company received 21 million yuan in financing，and paid part of the interest monthly。However, Zhongsen Company cannot pay in full when the contract expires.。
Leasing company goes to court，
Require
Zhongsen Company pays rent and remaining interest。Zhongsen Company believes that，What the two parties call a lease is actually a loan.，Use legal forms to conceal illegal purposes，The financial lease contract should be deemed invalid。in addition，The leasing company directly deducts a 5% handling fee when borrowing money.，The loan amount should be confirmed based on the actual loan amount。and，The interest calculation standard agreed upon by both parties is too high，The court should adjust it according to the loan interest rate of the People's Bank of China for the same period。
Disagreements regarding whether a high-value, low-sell sale-leaseback transaction is a financial lease legal relationship，There are two main opinions：The first opinion is that，In the sale-leaseback transaction model, the lessee and the seller are the same person，Equipment not accepted、No transfer delivery。In particular, the actual value of the leased property in this case does not match the sale value.，High value, sell low。
and，The lessor will collect interest in 12 installments after issuing the loan.，The last payment of principal and interest，Comply with the characteristics of the loan contract，Therefore, this case should be handled according to the loan contract relationship。The second opinion is that，The lessee sells his property to the lessor，Then lease the leased property back from the lessor through a financial lease contract，It cannot be determined that the legal relationship does not constitute a financial lease simply because the lessee and the seller are the same person.。
The court should distinguish between financial leases and loans that are actually called leases.，For those who have physical transactions and the purchase price is reasonable，Should be recognized as a financial lease legal relationship。The author agrees with the second view。1.Sale and leaseback is a new type of financial leasing business。Financial leasing is a way of financing things，The leasing company advances funds to purchase equipment designated by the lessee and delivers it to the lessee for use.，After the tenant pays the rent monthly or quarterly,，Equipment belongs to lessee。
Sale and leaseback is different from ordinary financial lease，Integration of equipment sellers and lessees，Lessee sells owned equipment，After financing is achieved, the right to use the equipment is leased back，Equipment is not transferred for use，However, the lessee must fulfill its obligation to pay rent in accordance with the contract，to regain ownership of the device。In a sale and leaseback transaction，Lessees can obtain financing by revitalizing their own assets.，Maximize the benefits of its fixed assets。
Sale and leaseback, as a new financing method, has been recognized by current laws.，Article 2 of the "Interpretation of the Supreme People's Court on Applicable Legal Issues in the Trial of Financial Leasing Contract Dispute Cases" confirms the legality of sale-leaseback financial leasing.。2.Sale and leaseback should not be considered as leasing but actually as loan.。
Sale and leaseback is different from borrowing，The lessee of sale and leaseback purchases and leases the leased property through the lessor to achieve financing purposes，From this point of view，The lessee borrows money from the lessor，But at this time，The lessee does not obtain ownership of the leased property from the lessor，but only obtains the right to use the leased property，and repay the consideration paid by the lessor for purchasing the leased property in the form of rent and
cost
。
The fundamental difference between sale and leaseback and loan relationship：First，Although there are only two parties involved in the sale and leaseback，But the lessee and the supplier are one，Appear under the sales contract and the lease contract as two different entities；In a loan contract, only the lender and the borrower appear，No third parties involved。second，A loan contract only involves the transfer and delivery of a certain amount of money，It does not involve the use of equipment。third，Rent and interest are different。
In the loan contract, the borrower repays the loan principal and interest to the lender in accordance with the contract.，Financial lending must comply with the loan interest rate standards stipulated by the People's Bank of China；The sale and leaseback transaction is a financial lease legal relationship.，The lessee pays rent to the lessor。
Rent includes the price of the purchased property、Financing interest、bank
cost
Total cost and handling fee、Insurance premiums, etc. lessor’s operations
cost
，It even includes the available profits of the leasing company, etc.，therefore，Rent is generally higher than the principal and interest of bank loans in the same period。In cases where a lease is actually a loan，There are often cases where lessors and lessees maliciously fabricate equipment for sale or overvalue and undervalue the equipment to cash out.。
Lessors evade capital supervision，Increased financing risk；Lessees can obtain financing quickly，avoid risk。therefore，During the trial of the case, the court must examine whether there is a real transaction relationship，Whether the seller has full ownership of the equipment，Whether the value of the equipment matches the financing amount。3.High-value, low-sell type sale-leaseback should be recognized as a financial lease contract legal relationship。
Sale and leaseback must involve physical transaction，Lessee must have full title to the equipment sold，Rental equipment cannot have encumbrances，Mortgage cannot be set on selling equipment，Cannot restrict ownership，Cannot share ownership with others。The actual financing amount received by the lessee must be based on the corresponding equipment value.，Don’t sell low and sell high，Making the leasing company's financing less secure。But can the lessee sell its own equipment at a high value but at a low price?
In this case, Zhongsen Company sold its own equipment and production lines worth 51 million yuan to a leasing company for 21 million yuan.，Obtained 21 million yuan in financing。Selling high value and selling low does not harm the interests of the leasing company，On the contrary, it will make the repayment of the leasing company's capital contribution more secure.。For the lessee，Selling equipment at low prices may be related to the urgency of financing。
Although the lessee will lose the possibility of refinancing by selling its equipment at a discount.，Slightly unfair，However, when the law does not explicitly prohibit it and does not harm the interests of third parties,，Courts should respect the autonomy of commercial contracts，Confirm its legality，Never use the excuse of unfairness，Use public power to adjust the balance of contracts。For details, please consult Shenzhen Hong Kong Xintong-。
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