Last week, a client came to see me, and the moment he sat down, he slammed the table: "Lawyer Shen, have I been taken advantage of? My friend said the company was going to roll out an equity incentive plan, so he had me invest 800,000 yuan and sign a Partnership Agreement. Now the company has fired me, and that 800,000 yuan has turned into an 'investment' that I can't get back. I went to the company to argue, and they just threw out one line: You're a shareholder, not an employee — getting fired has nothing to do with labor law."

I asked him: "When you signed the agreement, didn't it say 'sharing profits and losses, bearing risks on your own'? Weren't you not registered as a business shareholder? And wasn't your salary still paid as usual?" He was stunned: "Right, you hit the nail on the head on all counts."

I sighed: "This isn't something that only happened to you. I take on dozens of cases like this in Shenzhen every year. You think you're signing an equity investment agreement, but it might actually be a labor contract trap; you think a friend is borrowing money, but when you sue, you can't produce the transfer receipt; you think you're partnering up for business, but in the end, it's deemed a private loan—when you're striving to make it in Shenzhen, what you fear most is the hidden blade concealed in a contract."

One, What's the Problem: The Most Common Pitfalls in Contract Disputes

Pit 1: Being dismissed by a company in Shenzhen and looking for a lawyer—but you have no idea whether you're an "employee" or a "shareholder."

Many startups implement "employee stock ownership" and have you sign an "Equity Incentive Agreement" or a "Partnership Property Share Transfer Agreement," asking you to transfer money from your ICBC card into the company's account. Your gut instinct is: this money is an investment, not your salary. Once you're fired, if you want to file for labor arbitration, the company says you're not an employee; if you want to sue in court to recover the investment, the company says investment comes with risk, and you deserve the loss.

This is typical.Equity dispute + labor disputeCross-domain area. The contract you signed may be named "partnership" or "equity," but in substance it may be a "conditional bonus" or "labor contract deposit" under a labor relationship. According to Article 9 of the Labor Contract Law, employers may not require workers to provide guarantees or collect property from them in any other name. If a company uses "equity incentives" as a pretext to actually "collect money and then dismiss workers," that money can absolutely be demanded back.

But where do many people fail? They fail because the contract states, "I voluntarily invest and bear the risks myself," and they even pressed their fingerprint on it. If you claim you were deceived, the judge asks: You're an adult—you signed your name in black and white, how could you have been deceived? You can't answer that.

Pit 2: Can you sue a Shenzhen friend who borrowed money and won't pay it back? — Yes, but you can't even prove the fact that the money was lent.

Shenzhen people value loyalty and friendship. When a friend asks for help, they transfer the money without even writing "loan" in the remark. When it's time to repay, the other party says, "That was what you owed me before," or "That was your investment in my project." You take it to court in Futian, and the judge asks you: Is there an IOU? Is there any chat record? Is there any proof of transfer? All you have is a WeChat transfer screenshot, and the other party says it was "living expenses." You break down.

What makes it worse is that if you didn't write an IOU, but the contract you signed is a "Cooperation Agreement," then the lawsuit becomes a "contract dispute" rather than a "private lending dispute." The legal characterization of the relationship differs, and the statute of limitations, interest calculation, and burden of proof are all completely different. For example, interest in private lending can be agreed upon, whereas cooperative investment has no fixed returns; if someone borrows money and doesn't pay it back, you can claim overdue interest, but if an investment fails, the other party doesn't have to repay a cent.

Pit 3: Shenzhen commercial contract disputes — what you're signing isn't a contract, it's a "framework for being played"

I once met a boss who made electronic components. He signed a "Procurement Contract" with a supplier, which contained a clause stating "quality disputes shall be determined solely by the buyer's inspection." When the goods arrived, the buyer said they failed inspection and withheld the payment. The boss came to consult in a fury. When I looked at the contract, it was a standard form contract prepared by the other party, and that clause was tucked away in a small corner of the last page, with font half the size of the rest. When I asked him why he hadn't noticed it at the time, he said, "I was in a hurry then and didn't read it carefully."

This kind of thing is all too common in Shenzhen commercial contract disputes. The traps in contract clauses include:

• Vague payment terms ("payment after acceptance" but the acceptance criteria are determined by the other party)
• Unilateral termination right (the other party can terminate at any time, but you cannot)
• High penalty clauses versus low damages caps (if you breach the contract, you pay 3 million; if the other party breaches, they only pay 30,000).
• The court with jurisdiction is located where the other party is based (you would need to travel to another place to file the lawsuit).
• Unclear intellectual property ownership (the drawings you paid to have designed belong to him).

You ask: "Is this contract valid?" It is valid, unless you can prove fraud, duress, or grossly unfair terms, but a signature is evidence, and the court won't feel sorry for you.

2、 How to solve: legal analysis+practical suggestions

Equity Dispute Regarding "Dismissal + Investment Funds"

First, calmly review the contract, and don't rush into labor arbitration. You need to determine the nature of the contract. If you are a company employee—receiving monthly wages, subject to attendance management, and performing work arranged by the company—even if you signed a "partnership agreement," the court will most likely still determine that a labor relationship exists between you and the company. According to Article 1 of the Interpretation (I) of the Supreme People's Court on Several Issues Concerning the Application of Law in the Trial of Labor Dispute Cases, disputes arising between workers and employers during the performance of a labor contract constitute labor disputes.

Second, file two lawsuits simultaneously: labor arbitration + civil litigation. You can apply to the Labor Arbitration Commission to confirm the labor relationship and claim compensation for illegal termination (2N), while simultaneously suing in court to request confirmation that the investment agreement is invalid or to have it rescinded, demanding the return of the investment funds. The two cases can proceed in parallel, but strategy is needed.

Third, the key point is "how the money enters the company." If it is transferred to a personal account, that is even more favorable — the company claims it is an investment, but you have no shareholder registration, no dividend records, and no involvement in company decisions. You can fully argue that this is merely "an investment in name, but in reality a loan," and demand the return of the principal.

Practical suggestions: Now go save all your salary payment records, attendance logs, work group chat history, and emails or WeChat screenshots of the company's equity incentive notices. Don't panic about deleted chat records either—lawyers in Shenzhen can preserve evidence through a notary office, or even apply for a court investigation order to retrieve backend server data.

Civil lending disputes concerning "friends borrowing money but not repaying"

"A friend in Shenzhen borrowed money and hasn't repaid it—can I sue?" The answer is yes, but you need to do three things first:

1. WeChat/Alipay transfer remark: "loan" If the transfer has already been made, now send an additional WeChat text: "Zhang San, you said last time you borrowed 50,000 from me and would repay it in three months. There are still 10 days until it's due now. How do you plan to repay it?" Even if the other party only replies with a simple "Got it," that can serve as evidence acknowledging the lending relationship.
2. Don't say "invest" or "cooperate" in chat. If the other party has already said your money was an investment, you should reply: “There was never any agreement for investment. This was clearly me lending you money, and you said at the time you would pay it back within three months of turnover.” If the other party does not refute, it can constitute an admission at trial.
3. The statute of limitations is only 3 years. In Shenzhen, the statute of limitations for private lending disputes is 3 years. If you have not demanded repayment before the deadline, the other party can claim that the limitation period has expired. However, if you have sent collection messages via WeChat, the limitation period will be interrupted.

If the amount exceeds 50,000, it is recommended to have a lawyer send a lawyer's letter to the other party before filing a lawsuit. Many people back down upon seeing a lawyer's letter and take the initiative to repay, saving litigation costs. If the other party does not repay, you can directly file a lawsuit at the court in your/their registered residence. Note that Shenzhen currently implements "centralized jurisdiction of the Shenzhen Intermediate People's Court," but ordinary private lending cases can be handled at the basic-level court and do not need to go to the intermediate court.

Prevention and Rights Protection Regarding Commercial Contract Disputes

Shenzhen is a hotspot for commercial contract disputes. You might ask: "I've already signed the contract, can I still back out?" Yes, but it's difficult. Unless you can prove that the other party committed fraud when the contract was signed. According to Article 148 of the Civil Code, where a party induces another party to perform a civil legal act against their true intention by means of fraud, the defrauded party has the right to request a people's court or an arbitration institution to revoke the act.

For example, concealing key information and qualifications in the contract, or the other party simply lacking the ability to perform. However, "not reading carefully" or "not understanding" does not constitute fraud.

Practical suggestions: If you haven't signed yet, be sure to have a professional lawyer review the contract. Lawyer fees in Shenzhen are not expensive, but one pitfall in the contract could cost you hundreds of thousands or even millions. If you've already signed, then quickly find a lawyer to assess whether there's room to turn things around—for example, whether there are unclear breach-of-contract liability clauses, whether there are actual performance acts that modified the contract terms, or whether there is evidence proving the other party committed a fundamental breach.

3. The Role of a Professional Lawyer: You've Been Scammed, What Can a Lawyer Do?

Many clients have told me: "I want to hire a lawyer, but I can't make sense of this matter. Can a lawyer guarantee the outcome?" Sorry, no lawyer can give you a guarantee, but a good lawyer can help you achieve the following three things:

First, re-characterize the legal relationship. The same "Equity Incentive Agreement" may be framed by some lawyers as tied to an employment contract, to pursue "wrongful termination compensation + return of investment"; others may frame it as a private lending arrangement, demanding repayment of principal plus interest. Which approach benefits you depends on your evidence and claims. Managing Partner Shen Jinlong once handled a case where the client was defrauded of 600,000 yuan by a company through "virtual shares," with the company claiming, "this is a partnership, not a loan." Attorney Shen proved that the client was entirely subject to the company's management by reviewing salary payment methods, leave approval procedures, and team-building activity photos. Ultimately, labor arbitration recognized the employment relationship, and the court also ruled that the company must return the 600,000 yuan. This is the power of systematic handling of difficult cases.

Second, preserve evidence and build an evidence chain. Many parties print out their own chat records, but the format is incorrect, making the evidence invalid. Lawyers know how to present WeChat chat records through notarization or in-court demonstration, how to correspond bank statements with contract terms, and how to turn vague statements in recordings into strong admissions. Lawyer Li Yuming has 20 years of experience in real estate and debt disputes. He excels at finding "performance defects" in seemingly hopeless contracts and overturning a losing case through a remark on the other party's delivery note.

Third, litigation psychological warfare and negotiation. Many commercial contract disputes in Shenzhen are not black-and-white, and the opposing party often fears trouble as well. Once a lawyer's letter is sent, many companies soften; once a complaint is filed, many "deadbeats" proactively request mediation. Zhiming Law Firm has been established for 26 years, deeply rooted in Futian District for many years, handling over 10,000 cases. Judges and arbitrators are well aware of the firm's professional reputation. Sometimes, when your lawyer takes a seat in the courtroom, the opposing counsel immediately knows this case won't be easy to gloss over.

Here we must introduce our team:

• Director Lawyer Shen JinlongWith 22 years of practice experience, 31 years of economist qualifications, a master's degree in economics from Fudan University, and prior experience as a senior executive at a large state-owned enterprise. He has handled numerous equity disputes and economic contract disputes, and is particularly adept at combining the perspectives of "law + business" to find breakthroughs in complex cases. In a shareholder incentive dispute case involving a Shenzhen technology company that he personally handled, he recovered a total of 3.76 million yuan in investment funds for three dismissed executives.
• Lawyer Li Yuming"He specializes in construction engineering, real estate leasing, corporate debt, mergers and acquisitions, and has rich experience in marriage and family and criminal defense. In dealing with disputes over commercial contracts in Shenzhen, he is good at finding evidence of breach of contract from the details of contract performance, especially dealing with complex legal relationships such as "serial contracts" and "betting agreements"."

If you're facing troubles like "can't get your investment money back after being laid off by your company," "friends borrowing money and not paying it back," or "being set up by the other party in a contract," come sit down at Guangdong Zhiming Law Firm. Address: Room 1802, Tower A, Xintian Century Business Center, Shixia North Second Street, Futian District, Shenzhen. Phone: 0755-25986969. We don't promise results, but we do promise to give you at least one systematic solution.

IV. FAQ: Do you still have these questions in mind?

1. After being dismissed by the company, I discovered I had signed an "equity incentive agreement." Can I still go to labor arbitration?

Yes. Labor arbitration looks at whether an "employment relationship exists," not at the name of the contract. As long as you are managed by the company, receive wages, and conduct business, you can apply for labor arbitration. The equity agreement is a separate legal relationship, and you can also file a lawsuit at the same time or separately afterward. However, note that the statute of limitations for labor arbitration is one year—be sure not to miss it.

2. If a friend borrows money and there is only a transfer record but no written loan agreement, can the lawsuit be won?

Shenzhen courts generally recognize transfer records as preliminary evidence, but the other party may argue that the funds were for other purposes (repayment, investment, gift). If you can supplement with WeChat chat records, phone recordings, etc., to prove that "both parties mutually agreed on a loan," your chances of winning are very high. If the other party does not appear in court or their defense fails to hold up, the court can fully rule in your favor.

3. If the contract contains an "arbitration clause," can you file a lawsuit in court?

No. If the contract designates an arbitration institution such as the Shenzhen Arbitration Commission or the Guangzhou Arbitration Commission, then you can only go to arbitration, and the court will not accept the case. However, if the arbitration institution stipulated in the contract does not exist or is unclear, the

4. I am in Shenzhen and the other party is in Beijing. Can I sue in Shenzhen?

If it's a private lending dispute, according to the jurisdiction rules for contract disputes, you can file a lawsuit at the defendant's domicile or the place of contract performance. Shenzhen is often recognized as the "location of the party receiving the currency," so you can sue in Shenzhen. If it's a commercial contract dispute, you need to check whether the contract specifies the governing court. If it stipulates that the "Beijing Chaoyang Court" has jurisdiction, you have to go to Beijing. This is why I've repeatedly reminded you, "Don't sign contracts carelessly."

5. Is Guangdong Zhiming Law Firm reliable? How does it charge?

Zhiming Law Firm was established in 2000 and has been operating for 26 years, making it a long-established firm in Futian District, Shenzhen. Fees are determined through consultation based on the Guangdong Province lawyer fee standards combined with case complexity; no charge is made for initial consultations. When you visit for a face-to-face discussion, the lawyer will first analyze the risks for you, then provide a quote based on your demands. They will never sign a representation agreement and then wash their hands of the matter.

Lastly, a word for you: a contract is not a piece of paper; it is your set of rules. If you don't understand the rules, you will always be the one who loses everything and still counts the money for others. Shenzhen is a city that values rules. May you stand firm within the rules and never be fooled again.