[Title] Dispute over the Entrustment Management Contract between a Certain Newspaper Co., Ltd. and Certain Holding Group Co., Ltd., Liaoning Certain Media Co., Ltd., Certain Heavy Machinery Co., Ltd., and a Certain Hotel Limited Liability Company 
[Keywords] Civil/Disputes over Entrusted Management Contracts/Recognition of Legal Relationships/Joint Ventures 
【Key Points of the Ruling】 
This case involves a dispute over a consignment management contract and concerns multiple parties. The central issue in this case is whether the relationship between the parties is one of consignment management or joint operation. Joint operation is a legal form of horizontal economic cooperation between enterprises or between enterprises and public institutions. According to relevant provisions of China’s General Principles of Civil Law, there are three forms of enterprise joint operation: corporate-type joint operation, partnership-type joint operation, and contractual-type joint operation. In the first two forms, all parties to the joint operation must make joint contributions, jointly manage the business, and jointly bear the business risks. In contrast, contractual-type joint operation refers to a situation where enterprises or enterprises and public institutions “each operate independently according to the terms of the contract.” In the contract signed by the parties in this case, no provisions were made regarding the amount of each party’s contribution or the nature of joint management. Similarly, none of the four supplementary agreements subsequently signed contained any stipulations on the respective contributions, joint management, or shared risk-bearing responsibilities. Instead, these agreements merely stated that “某某 Holding will establish a new company, and某商报 agrees to entrust the new company with the management of某商报 for a term of fifteen years; until the new company is formally established,某商报 will entrust某某 Holding with the management of某商报”; “all expenses incurred during the period when某某 Holding operates shall be borne by某某 Holding”; and “all non-editorial staff of某商报 will sign labor contracts with the new company.” Based on these provisions, it is clear that the relationship between the two parties does not meet the requirements of either corporate-type or partnership-type joint operation. Furthermore, since某某 Holding established a new company specifically to manage某商报, there is no situation of independent operation as agreed upon in the contract, nor does it conform to the characteristics of contractual-type joint operation. Therefore, the legal relationship between the two parties does not possess the legal features of a joint operation; rather, their relationship is one of consignment management. 
[Basic Facts of the Case] 
On June 26, 2012, a certain commercial newspaper signed a “Letter of Entrusted Operation Agreement” with a certain holding company, stipulating that the holding company would establish a new company, and the commercial newspaper agreed to entrust this new company with the operation of the Liaoning branch of the commercial newspaper (including newspaper advertising distribution and all other business activities permitted by policy except for editorial and news gathering). The term of the entrusted operation was fifteen years. Prior to the establishment of the new company, the commercial newspaper had already entrusted the Liaoning branch of the commercial newspaper to the holding company for operation. Subsequently, in order to further clarify the rights and obligations of both parties, the commercial newspaper and the holding company signed a “Supplementary Agreement to the Letter of Entrusted Operation Agreement” on June 27, 2012, a “Second Supplementary Agreement to the Letter of Entrusted Operation Agreement” on July 19, 2012, a “Third Supplementary Agreement to the Letter of Entrusted Operation Agreement” on August 22, 2012, and a “Fourth Supplementary Agreement to the Letter of Entrusted Operation Agreement” on September 18, 2012. The aforementioned agreements provided that, as of June 16, 2012, all debts owed by Liaoning A Newspaper Co., Ltd., totaling 23.96 million yuan, would be assumed and repaid by the holding company. By January 27, 2013, the holding company was required to complete the relevant procedures for taking over these debts; if such procedures were not completed by the deadline, the commercial newspaper would have the right to dispose of the mortgaged assets and the property of the guaranteeing company. Should the entrusted operation by the holding company or the new company be terminated prematurely, all claims and debts, including contingent liabilities, would be entirely the responsibility of the holding company, which would also bear the costs associated with the reassignment or dismissal of all personnel. Six months after the signing of the agreements, the supervisory authority of the commercial newspaper would no longer be responsible for the reassignment of its staff; instead, the holding company would assume the corresponding obligations, including the costs necessary for reassigning the commercial newspaper’s employees. Furthermore, the holding company was obligated to transfer all debts to the new company by March 18, 2013; otherwise, the commercial newspaper would have the right to dispose of the collateral property pledged by the holding company. 
On June 30, 2012, a certain business newspaper entered into a “Mortgage Guarantee Agreement” with a certain holding company and a certain hotel, stipulating that the hotel would provide the property located at No. XX, XX Street, XX District, Liaoyang City, on the Xth floor, as mortgage security for the debts arising from the aforementioned operating agreement executed by the holding company. The mortgage amount was RMB 96.2 million, and the mortgage term ran from June 30, 2012, to June 30, 2027. However, the parties failed to register the mortgage. On June 30, 2012, the same business newspaper entered into another “Mortgage Guarantee Agreement” with Chaoyang Heavy Industry and the aforementioned holding company, under which Chaoyang Heavy Industry provided a property located in Xigang District, Dalian City (with an area of 837.43 square meters) as mortgage security for the debts incurred by the holding company in performing the “Business Newspaper Entrustment Operating Agreement.” The mortgage amount was RMB 216.3 million, and the mortgage term was fifteen years. On July 6, 2012, Chaoyang Heavy Industry issued a “Guarantee Letter” to the business newspaper, stating: “Our company voluntarily undertakes to provide a guarantee for the entrustment operating agreement entered into between the business newspaper and the holding company. Should the holding company violate any provision of the agreement or any supplementary agreement, we are willing to assume joint and several liability. This guarantee is irrevocable.” 
On August 30, 2012, the Dalian Real Estate Registration and Certification Center issued a “Certificate of Other Rights” with the certificate number (Xi You Xian) 12025842. The holder of the other rights is a certain commercial newspaper. The property is located at No. XX, XX Alley, Xigang District, Dalian City. The term for debt performance is from June 30, 2012, to June 30, 2027. The type of security is mortgage, and the principal amount of the secured claim is 21.63 million yuan. 
After the above-mentioned agreement was signed, [Company Name] Holding applied to the administrative authority for industry and commerce to establish [Company Name] Media in order to fulfill the operating agreement. On October 19, 2012, the administrative authority for industry and commerce approved the application. The [Newspaper Name] Business Daily also transferred the operation of Newspaper A to [Company Name] Holding and [Company Name] Media. However, during the performance of the agreement, neither [Company Name] Holding nor [Company Name] Media transferred the debts to the name of [Company Name] Media; both the new and old debts remained recorded under the name of the [Newspaper Name] Business Daily. 
On July 3, 2015,某某 Holding sent a letter titled “Regarding the Suspension of the Entrusted Operation” to a certain newspaper, requesting that the entrusted operation with the newspaper be suspended. After receiving this letter, the newspaper sent a reply letter to某某 Holding on July 14, 2015, stating that the suspension constituted a breach of contract and that某某 Holding should bear contractual liability. The newspaper also requested that某某 Holding clarify the meaning of “suspension.” On July 15, 2015,某某 Holding again sent a reply letter to the newspaper, reaffirming its decision to terminate the entrusted operation with the newspaper. Upon receiving this letter, the newspaper sent another reply letter to某某 Holding on July 16, 2015, informing某某 Holding that the termination of the entrusted operation agreement meant that某某 Holding would be liable for breach of contract. The newspaper further requested that某某 Holding promptly negotiate and finalize the specific details of the termination agreement with the newspaper and draw up a written termination agreement. By the end of July 2015,某某 Holding and某某 Media had withdrawn from the management of A Newspaper and transferred all related funds received to the account of某某 Media. On August 18, 2015, the newspaper and某某 Media completed the handover procedures for the relevant licenses and permits of A Newspaper and signed a “Handover Document” to formalize the transfer. 
Subsequently, the某 Daily filed a lawsuit with the court of first instance, requesting: 1. That某某 Holding and某某 Media be jointly ordered to compensate the某 Daily for total losses amounting to RMB 32,360,220.45. 2. That Chaoyang Heavy Industry assume joint and several guarantee liability for all sums that某某 Holding and某某 Media are required to pay to the某 Daily. 3. That the某 Daily be granted priority in receiving payment from the proceeds of the mortgage property provided by Chaoyang Heavy Industry (located at No. XX, Alley XX, District XX, Dalian City) either through a discounted valuation or through auction or sale proceeds. 4. That the某 Hotel bear supplementary liability for all debts owed by某某 Holding and某某 Media within the limit of RMB 96.2 million. 5. That all costs incurred in this litigation, including court fees and preservation fees, be borne by某某 Holding,某某 Media, Chaoyang Heavy Industry, and the某 Hotel. During the second trial at the original court, the某 Daily amended the amount claimed in its first request to RMB 32,218,370.1. 
After the first-instance court rendered its judgment, the defendants,某某 Holding and某某 Media, dissatisfied with the ruling and filed an appeal. The appeal requests are as follows: 1. Revoke the Civil Judgment No. (2016) Liao 01 Min Chu 192 issued by the Shenyang Intermediate People's Court, and dismiss the lawsuit filed by the某 Daily; 2. Order the某 Daily to bear the litigation costs of both the first and second instances. The grounds for appeal are as follows: First, the original trial court’s finding that a consignment management contract existed between某某 Holding and the某 Daily was a mischaracterization of the legal relationship. According to the main agreement and the supplementary agreement,某某 Holding and the某 Daily jointly operated “the某 Daily,” with the某 Daily retaining editorial and news-gathering authority, personnel management authority, and control and use of official seals, while Liaoning某某 Media Co., Ltd. (hereinafter referred to as某某 Media) held the rights to advertising operations and newspaper distribution. Furthermore, the agreement stipulated that during the operation period, all debts and liabilities would be borne by某某 Holding and某某 Media, and the某 Daily would only receive a share of the profits—a provision that constitutes a “guaranteed minimum clause.” Therefore, in accordance with Article 4(1) of the Supreme People’s Court’s “Answers to Several Questions Concerning the Trial of Disputes over Joint Venture Contracts,” this arrangement should be considered a joint venture contract relationship, and both parties should jointly bear the debts, liabilities, and losses incurred during the joint operation period. Second, the original judgment completely deviated from the claims made by the某 Daily. The某 Daily’s claim was that both某某 Holding and某某 Media should jointly assume liability for breach of contract due to unilateral termination of the contract, jointly return advertising revenue and distribution revenue, and compensate the某 Daily for losses totaling RMB 32,360,220.45. However, the original judgment stated that the某 Daily’s claim was merely to order某某 Holding and某某 Media to jointly compensate the某 Daily for total losses amounting to RMB 32,360,220.45. Yet, the original judgment actually ruled that某某 Holding and某某 Media should repay the某 Daily a debt of RMB 32,218,370.65. Therefore, this judgment should be revoked according to law. Third, the某 Daily’s request that某某 Holding and某某 Media assume liability for breach of contract due to unilateral termination of the contract, return advertising revenue and distribution revenue, and compensate for losses totaling RMB 32,360,220.45 is unfounded. 1. The termination of the contract by某某 Holding was a reluctant measure taken in response to significant obstacles encountered in exercising its operational rights;There was no breach of contract involved, and the losses claimed by the某 Daily have no contractual basis. Thus,某某 Holding should not be held liable for breach of contract, and the某 Daily’s claim for compensation is without merit. 2. According to the main contract and the supplementary agreement,某某 Media invested all revenues—including advertising and newspaper distribution revenues—into the某 Daily for purposes such as editorial work, distribution, staff salaries, rent, and utility expenses. The某 Daily’s demand for repayment has no factual or legal basis. 3. The evidence submitted by the某 Daily in the original trial had no connection to its claims, yet the original trial court accepted it all. The original judgment thus contained errors in fact-finding. Fourth, the某 Daily is not a creditor of the debts addressed in the original judgment and therefore has no right to demand repayment from某某 Holding and某某 Media. 1. The original judgment (see page 14, eighth line from the bottom of the judgment) arbitrarily concluded that某某 Holding and某某 Media were obligated to repay the debts owed by the某 Daily based solely on the provision in Article 1 of Supplementary Agreement No. 1—that “all debts owed by the某 Daily prior to June 16, 2012, shall be assumed and repaid by某某 Holding.” This conclusion is incorrect and represents a misinterpretation of the original intent of the contract. The original intent of the contract was that某某 Media would assume and repay the debts during the operation period, and the repayment should have been directed to the creditors of the某 Daily. 2. Article 4 of Supplementary Agreement No. 1 stipulates that “某某 Media shall use the profits earned during the consignment management period to repay the debts owed by the某 Daily prior to the commencement of the consignment management.” In practice,某某 Media did indeed repay RMB 6 million, and the repayment was directed to the creditors of the某 Daily. Moreover, according to the contract, both某某 Holding and某某 Media were only responsible for repayment during the joint venture period; after the contract was terminated, they were no longer obligated to do so. However, the original judgment ignored this provision, seemingly taking the agreement out of context. Therefore, the original judgment’s finding that某某 Holding and某某 Media should repay the debts owed by the某 Daily prior to June 16, 2012, was a factual error. 3. According to Article 3 of Supplementary Agreement No. 1, if either某某 Holding or某某 Media terminates the contract prematurely, the debts and liabilities of the某 Daily shall be borne by both companies, and the repayment should be directed to the creditors of those debts. Fifth, the employee resettlement expenses claimed by the某 Daily, amounting to RMB 1,847,119.84, are expenses arising after the termination of the contract and have not actually been incurred; thus, this claim is unfounded and should not be borne by某某 Holding and某某 Media. Sixth, we object to the amount of new debts incurred during the joint operation period, which should be RMB 12,710,996.5. We also object to five items in the original judgment, including the compensation awarded in the labor dispute litigation, as indicated on page 9, third line from the bottom. In summary, since there was no illegal termination of the contract by某某 Holding, the second-instance court should reject the claims made by the某 Daily according to law. 
The appeal filed by [Name of Media Company] requests the following: 1. Reversal of the civil judgment (2016) Liao 01 Min Chu No. 192 issued by the Shenyang Intermediate People's Court; 2. Judgment that the litigation costs of both first and second instances be borne by [Name of Newspaper]. Facts and Grounds: The appellant, [Name of Media Company], is not a party to the entrusted management contract and the series of supplementary agreements entered into between the appellant, [Name of Holding Company], and [Name of Newspaper]. Moreover, the entrusted management contract and its supplementary agreements do not stipulate that [Name of Media Company] should assume any debts incurred prior to or during the period of entrusted management. Therefore, the original court’s judgment ordering [Name of Media Company] to repay [Name of Newspaper] the debt amount of 32,218,370.65 yuan lacks both factual and legal basis. Your court should, in accordance with the law, dismiss the claim brought by [Name of Newspaper]. 
As the agent lawyer for the respondent, Attorney Rodin submits the following defense arguments: First, the agreement between [Company Name] Holding and [Newspaper Name] explicitly stipulates that the arrangement is a commissioned management rather than a joint venture. Therefore, the case should not be subject to the provisions of Article 4 of the Supreme People’s Court’s “Answers to Several Questions Concerning the Trial of Disputes over Joint Venture Contracts,” which pertain to guaranteed minimum return clauses. The “Commissioned Management Agreement” signed between [Company Name] Holding and [Newspaper Name] provides that “Party B (i.e., [Company Name] Holding) will establish a new company. Party A (i.e., [Newspaper Name]) agrees to entrust the operation of Liaoning [Newspaper Name] to the new company. The term of the commissioned management shall be fifteen years.” After the agreement was signed and became effective, [Newspaper Name] and [Company Name] Holding further clarified their respective rights and obligations by subsequently signing “Supplementary Agreement to the Commissioned Management Agreement,” “Supplementary Agreement No. 2 to the Commissioned Management Agreement,” “Supplementary Agreement No. 3 to the Commissioned Management Agreement,” and “Supplementary Agreement No. 4 to the Commissioned Management Agreement.” None of these agreements contained any provision regarding a joint venture. In actual practice, the two parties did not establish a joint venture entity; [Newspaper Name] did not make proportional investments, did not share in the profits, nor did it participate in the management of the business. Thus, whether viewed from the perspective of the contractual terms or actual operations, the legal relationship between the two parties does not meet the characteristics of a joint venture contract. As can be seen from Article 4, paragraphs (1) and (2), of the Supreme People’s Court’s “Answers to Several Questions Concerning the Trial of Disputes over Joint Venture Contracts,” a guaranteed minimum return clause refers to situations where the arrangement is ostensibly a joint venture but is actually a loan. Such a situation does not exist in this case; therefore, the aforementioned legal provisions are not applicable here. Second, the amount determined in the first item of the original judgment is accurate and correct. The reason for the discrepancy between the judgment amount and [Newspaper Name]’s claim is as follows: The discrepancy arose because, during the trial, the appellant and [Newspaper Name] conducted a reconciliation. To avoid an appraisal, with respect to debts incurred before June 16, 2012, [Newspaper Name] agreed to adjust the amount based on the figure of 17,915,446.28 yuan provided in the “Details of [Newspaper Name] Debt Balances” submitted by [Company Name] Holding and [Media Company]. As for debts incurred after June 17, 2012, the amount was confirmed as 14,302,924.37 yuan. After the trial, the two parties reconciled this newly identified debt, and [Company Name] Holding and other defendants in the original trial raised objections only to five specific items, while agreeing to all other amounts (see page 5 of the minutes of the second trial). With regard to the five items objected to by [Company Name] Holding, the respondent has provided ample evidence to substantiate its position (see the discussion on pages 10 and 11 of the judgment and the evidence submitted by the respondent). Therefore, the amount determined in the first item of the original judgment is accurate and correct, and falls within the category of debt. Third, [Company Name] Holding unilaterally terminated the contract and should bear liability for breach of contract. The agreement between the two parties stipulated a commissioned management period of 15 years. [Company Name] took over [Newspaper Name] in June 2012. According to the income statement of [Newspaper Name] for 2012, [Newspaper Name] remained profitable both before and after [Company Name] took over. Moreover, the account of [Newspaper Name] had always been under the control of [Company Name]. Even after withdrawing from the operation, [Company Name] continued to transfer funds. There were no substantial obstacles as claimed by [Company Name]. As evidenced by the correspondence between the two parties, [Company Name] unilaterally terminated the contract and thus should bear liability for breach of contract. Fourth, [Company Name] Holding’s claim that “all revenues generated by [Media Company] have been invested into [Newspaper Name], so [Newspaper Name] has no right to demand repayment” is inconsistent with the facts. According to the accounts provided by [Newspaper Name], during the period when [Company Name] Holding and [Media Company] operated [Newspaper Name], they used the newspaper’s circulation and advertisements to generate revenue, recording such income in [Media Company]’s books. However, they used [Newspaper Name] to sign contracts externally, recording expenditures and liabilities under [Newspaper Name]. This practice seriously violated the agreement between the two parties. [Media Company] paid only part of the salary expenses, and most of the revenue was not invested into [Newspaper Name]. The appellant has no evidence to support its claim that the revenue was used for [Newspaper Name]. According to the agreement between the two parties, all debts owed by [Newspaper Name] prior to June 16, 2012, were assumed and would be repaid by [Company Name] Holding and [Media Company]. During the operation of [Newspaper Name], all operating funds were borne by [Company Name] Holding and [Media Company]; if new debts arose, [Company Name] would settle them within the same month. If the commissioned management was terminated midway, [Company Name] would assume responsibility for all debts and liabilities, including any contingent liabilities, and would also bear the costs of resettling and laying off all personnel (including editorial and reporting staff). Therefore, [Company Name] should repay the debts according to law and the contract terms. Fifth, although [Newspaper Name] is not the actual creditor, it has the right, pursuant to the agreement between the two parties, to request [Media Company] to repay the debts on behalf of the creditor. This is clearly stipulated in Article 1 and Article 3 of “Supplementary Agreement No. 1” and Article 2 of “Supplementary Agreement No. 4.” All debts or contingent debts must be repaid by [Media Company], and since these creditors do not have any contractual relationship with [Company Name], only [Newspaper Name] has the right to demand repayment. Sixth, regarding the costs of employee resettlement, the portion that has not actually been incurred mainly consists of unpaid wages. There is clear evidence proving this, and [Company Name] acknowledged it during the reconciliation without raising any objection. As for the portions objected to by [Company Name], the respondent has already provided sufficient evidence to substantiate its position. Seventh, during the second trial at the original court, both parties fully cross-examined each other. Our side has provided ample evidence demonstrating that the dispute is justified. The intermediate court’s judgment, on pages 9 through 11, contains thorough reasoning proving that these five items have been verified by the court and supported by evidence, and their amounts are accurate and correct. Therefore, the original judgment clearly established the facts and correctly applied the law. We request that the second-instance court, in accordance with the law, dismiss the appeal filed by [Company Name] Holding and uphold the original judgment. 
【Judgment Result】 
First-instance court judgment: 1. Within ten days after the judgment becomes legally effective, [Company Name] Holding and [Company Name] Media shall repay to the [Newspaper Name] a debt of RMB 32,218,370.65. If they fail to perform the monetary obligation within the period specified in this judgment, they shall, in accordance with Article 253 of the Civil Procedure Law of the People’s Republic of China, pay double the interest on the debt for the period of delay; 2. With respect to the claim set forth in the first item of the judgment, the [Newspaper Name] shall enjoy a priority right to be paid from the proceeds of the sale of the property located at No. XX, Alley XX, Xigang District, Dalian City, provided by Chaoyang Heavy Industry [Certificate of Other Rights No. (Xigang Limited) XX42], up to the guarantee amount of RMB 21.63 million; 3. Chaoyang Heavy Industry shall bear joint and several guarantee liability for the payment obligation set forth in the first item of the judgment; 4. In the event that the [Newspaper Name] is unable to recover the above-mentioned claim, [Hotel Name] shall assume compensation liability to the [Newspaper Name] within the limit of RMB 9.62 million. 
The second-instance court ruled as follows: First, uphold items 2, 3, and 4 of the main text of the judgment (2016) Liao 01 Min Chu No. 192 issued by the Shenyang Intermediate People's Court; Second, amend item 1 of the main text of the judgment (2016) Liao 01 Min Chu No. 192 issued by the Shenyang Intermediate People's Court to read: Within ten days after this judgment becomes legally effective, [Company Name] Holding Group Co., Ltd. and Liaoning [Company Name] Media Co., Ltd. shall pay Liaoning A Newspaper Co., Ltd. the sum of 14,302,924.37 yuan. 
【Reasoning of the Ruling】 
1. The legal relationship between the two parties does not meet the legal characteristics of a joint venture relationship; therefore, their legal relationship is not a joint venture relationship, and the relevant provisions of the Supreme People’s Court’s “Answers to Several Questions Concerning the Adjudication of Disputes over Joint Venture Contracts” are not applicable. The claim by某某 Holding that the relationship between the two parties constitutes a joint venture lacks both factual and legal basis. 
2. The “Entrustment Management Agreement” entered into between the defendant, [Company Name] Holding, and the plaintiff, a certain newspaper, as well as all subsequent supplementary agreements to this Entrustment Management Agreement entered into by both parties, were all duly executed through mutual agreement and are legally valid contracts protected by law. On June 26, 2012, the parties agreed in the Entrustment Management Agreement that the term of the entrustment would be fifteen years. However, the contract at issue did not specify any conditions for termination of the agreement, and [Company Name] Holding failed to provide any evidence demonstrating the existence of statutory grounds for terminating the contract. Nevertheless, in July 2015, [Company Name] Holding sent a letter to the plaintiff, the certain newspaper, requesting termination of the entrustment arrangement and seeking to dissolve the contractual relationship between the two parties. This action constitutes a breach of contract. In accordance with both the law and the terms of the agreement between the parties, [Company Name] Holding is therefore liable for breach of contract. 
3. After signing the Entrustment Management Agreement and several supplementary agreements with a certain newspaper,某某 Holding explicitly proposed terminating the entrustment management relationship in July 2015. In response, the newspaper sent a reply letter clearly stating: “…We agree to terminate the Entrustment Management Agreement signed by both parties, provided that your company assumes legal responsibilities as stipulated in the agreement and both parties reach an agreement on the subsequent matters arising from the termination of the agreement… Your company should also promptly and formally negotiate with our company to finalize the specific details of the termination and prepare a written termination agreement.” Although the two parties did not actually draw up a written termination agreement, they carried out the handover of relevant licenses—including the business license, advertising operation permit, and corporate legal person business license—on August 18, 2015, and signed a “Handover Record.” Therefore, it should be recognized that the entrustment management agreement between the two parties has been effectively terminated. After signing the agreements in question with the newspaper,某某 Holding established某某 Media to take over the actual operation of the newspaper. However, without any agreed-upon or legally prescribed grounds for termination,某某 Holding unilaterally proposed terminating the operating agreement midway through. The costs incurred in resettling employees due to the mid-term termination, as well as the new liabilities arising from poor management and left behind for the newspaper, constitute losses suffered by the newspaper as a result of the premature termination of the contract by某某 Holding and某某 Media. According to law and the agreement, these losses should be compensated by某某 Holding and某某 Media to the newspaper. 
4. Although neither the Entrustment Management Agreement nor the Supplementary Agreement stipulates that a certain media company shall assume the debts incurred before and during the entrustment period, since the said media company was established by a certain holding company specifically to fulfill the entrustment management agreement for a certain newspaper, it has been fully responsible for the operation of that newspaper ever since its establishment. Moreover, as the entity actually operating the newspaper, it has indeed performed the operational functions assigned to it. Therefore, it is entirely appropriate for the newspaper to demand that the said media company bear responsibility for repayment and compensation for losses. 
【Relevant Statutes】 
Article 60 and Article 107 of the Contract Law of the People's Republic of China; Article 179 and Article 195 of the Property Law of the People's Republic of China; Article 18, Article 28, and Article 41 of the Security Law of the People's Republic of China; Paragraph 2 of Article 56 of the Interpretations of the Supreme People's Court on the Application of Certain Issues; and Article 64, Paragraph 1 of the Civil Procedure Law of the People's Republic of China. 
[Lawyer’s Perspective] 
The amount involved in this case is substantial, and the facts are rather complex. It is a typical dispute over a commissioned management contract. This case involves several key legal issues, including the determination of the legal relationship between the two parties, whether a party that unilaterally terminates the contract should bear liability for breach of contract, and whether the commissioning party under a commissioned management contract has the right to require the trustee to bear the costs of employee resettlement and repayment. In practice, whether the relationship between the parties is one of commissioned management or joint operation should be determined based on the specific terms of the contract. The legal provisions applicable to these two types of relationships differ, and so do the legal consequences borne by the parties. This case holds strong reference value for similar cases in the future.