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  • Interpretation
  • No.305
  • Date
  • 1992/10/02
  • Issue
    • 1) Are state-owned enterprises public or private legal persons?
    • 2) Is a state-owned company’s removal of its employee from office the result of the exercise of public authority and, hence, is it subject to the review of administrative courts?
  • Holding
    •        People who bring suits to the administrative court and the civil court, respectively, based on the same incident and whose suits are rejected by both courts for lack of jurisdiction may file petitions to this Court for our interpretations if there is a question of whether the final and binding judgment handed down by one of the courts applied a precedent which was in contravention to the Constitution and hence caused the infringement of the constitutional guarantee of the right to institute legal proceedings.  After we grant certiorari, we may make a unified interpretation to resolve different opinions among courts relating to the precedent at issue.  The different opinions of jurisdiction between the precedent relied upon by the administrative court and the final and binding judgment handed down by the civil court shall be resolved according to the foregoing.
      
    •        Those state-owned enterprises that are formed according to the Company Act are private legal persons, and their relationships with their employees are contractual ones under private law.  When there is a dispute over the termination of the contractual relationship between such state-owned enterprise and its employee, it shall be resolved in accordance with civil proceedings.  The Supreme Administrative Court’s Precedent T.T. 232 (Supreme Administrative Court, 1971) stating that the abovementioned state-owned enterprise has no capacity to be a party shall be interpreted as meaning that the administrative courts have no jurisdiction over issues rising from such state-owned enterprises; therefore, it is not in contravention to the Constitution.  Nevertheless, with respect to those who are assigned by state or other public legal persons to serve the companies on their behalf according to Article 27 of the Company Act and those who are directly appointed and awarded official ranks by the agencies-in-charge to serve the companies, their relationships with government agencies who assign or appoint them are still relationships of public law.
      
  • Reasoning
    •        People who bring suits to the administrative court and the civil court, respectively, based on the same incident and whose suits are rejected by both courts for lack of jurisdiction may file petitions to this Court for our interpretations if there is a question of whether the final and binding judgment handed down by one of the courts applied a precedent which was in contravention to the Constitution and hence caused the infringement of the constitutional guarantee of the right to institute legal proceedings.  After we grant certiorari, we may make a unified interpretation to resolve different opinions among courts relating to the precedent at issue.  The different opinions of jurisdiction between the precedent relied upon by the administrative court and the final and binding judgment handed down by the civil court shall be resolved according to the foregoing.
      
    •        State-owned enterprises may be created in various forms.  If the agencies-in-charge deem it appropriate to have the business decision-making process applicable to a given state-owned enterprise, they may decide to incorporate it based on the spirit of corporate autonomy and the principle of the separation of ownership and control.  Though those state-owned enterprises formed according to the Company Act may be shorthanded as state-owned companies, legally they are private legal persons with independent legal personalities, capable of enjoying legal rights and of assuming legal obligations.  Thus, state-owned companies as private legal persons may follow their own recruitment processes to mandate (appoint, retain or hire) their employees and enter into private law contractual relationships with them.  Their acts of removing their employees from office are not the results of exercising public authority but the expressions of intent to terminate the employment contracts under private law, and their contractual relationships are therefore terminated accordingly.  In spite of the fact that there are laws and regulations stipulating that government agencies shall take part in appointments, removals and evaluations of employees of state-owned companies, such participations reflect the supervisory relationships between government agencies and state-owned companies and will not affect the existence of the contractual relationships between state-owned companies and their employees.  When there is a dispute over the termination of the contractual relationship between a state-owned enterprise and its employee, it shall be resolved in accordance with the civil proceedings, not administrative ones.  The Supreme Administrative Court’s Precedent T.T. 232 (Supreme Administrative Court, 1971) stipulates that the state-owned company has no capacity to be a party because the court at that time viewed only central or local agencies as having the capacities to be parties in administrative proceedings.  Such a view has been overruled by us in J.Y. Interpretation No. 269 and the part of the Supreme Administrative Court’s Precedent T.T. 232 in contravention to J.Y. Interpretation No. 269 shall no longer be applicable.  Accordingly, the Supreme Administrative Court’s Precedent T.T. 232 shall be interpreted as deeming that the administrative courts have no jurisdiction over issues arising from state-owned companies; therefore, it is not in contravention to the Constitution because it does not prevent people from instituting civil proceedings to redress their grievances.  Nevertheless, with respect to those who are assigned by state or other public legal persons to serve the companies on their behalf according to Article 27 of the Company Act and those who are directly appointed and awarded official ranks by the agencies-in-charge to serve the companies, their relationships with government agencies who assign or appoint them are still relationships of public law.
      
    • *Translated by Professor Chun-Jen Chen.
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