[AI生成]合同的适用法律是诺瓦国法律，被告违反友好协商义务，注册地非关键问题，合同履行关键地点是伊斯特威尔等原告观点

[AI生成]与原告观点相对的合同适用法律、友好协商义务、注册地及合同履行地点等方面的观点

　　正方就评委提出的问题进行答辩：

　　我们再稍等片刻，袁高芳还没有进来。这个似乎是最佳（此处表述不明，可能存在语音转写错误，但按原文保留），那就没有是吧。然后我知道这不是你们第一台电脑。我已经知道有几分钟是一个一个答辩中是起诉状相关内容，有一位冰老师，我们现在是共用一台电脑。为什么你们用一台电脑，然后播放声音，然后回答，是为了避免声音杂乱。我们想问，你们是在一个房间里，是这个意思吗？一个房间里面。哦，行，那还是把视频打开吧，要不然就看不到你们现场的情况。那你们就这么做吧，到时候会给一个虚拟的图片，然后应该是用那个虚拟背景吧，最后应该就无所谓了，好像是不能，但他明天在群里怎么又说要给一个统一的背景呢？他说的是。他要把虚拟背景和会议连接发过来，发到群里。那他的意思可能是要统一使用一个虚拟的背景，就是不让自己使用。老师，我看到他禁止使用那边，我也看到是这样，但他现在我也不知道了，嗯，先不管他吧，看他发出来怎么说的，搞不清楚，你看，我群里发的那个消息就是组委会说的，他说，他正在陆续把虚拟背景和会议链接发过来，搞不清楚，所以我们看到是真的，我们就开始吧，因为徐书记的时间也比较宝贵。

　　然后我们今天下午主要就是进行评委提问和自由辩论这个阶段。嗯，如果你们的总结陈词（Closing arguments）准备好了，也可以稍微说一下。嗯，这样可以吗？徐老师，可以吗？现在可以开始了。好的好的好的，嗯，稍等。哎呀，这两天话说多了，嗓子受不了。

　　OK，现在正方开始答辩。嗯，哦，不对，应该是进入答辩阶段。现在请评委提问。

　　第一个问题是关于管辖权的。在你们的陈述中，如果存在任何和平技能（此处表述可能有误，但按原文保留），那么双方都可以提起诉讼，但在标准（此处stc a推测为standard的误写，按推测处理）中，如果存在附加借口，它是否也不能被提交仲裁或者类似情况呢？你们如何看待这些情况在不同情形下的法律效力呢？首先，我要找到依据。第11条的规定会在这里用到，但我们认为第11条是一个……规定或者类似情况，就像我的问题。

　　在这个案例中，就选定的机构而言，他们也规定了提起诉讼的能力，这种回答类型不足以排除通过诉讼保留争议的可能性，并且不构成一个有效的协议。所以对于正方来说，如果你们认为不存在有效的仲裁云（此处表述不明，按原文保留）和标准（stI day推测为standard的误写，按推测处理），对的，我已经阅读了你们的……良好的记忆范围（此处MEM range ofage表述不明，按原文保留），你们说你们有中国民法典第143条，但我看了这条，我认为它与你们的观点无关，因为这条。它与你们的观点相关的是中国民法典第143条，只是它只适用于存在一些情况会导致合同现在无效的情况，但在全部情况中，它在这个案例中没有任何可以适用的情况，所以，我的意思是，我对你们关于第143条的解释非常困惑，我们只是想用中国民法典第143条来证明……选择。实际上，通常第1条，对的，好的，我有问题，你们部分人认为这个仲裁条款是无效的，对吗？但你们没有。在仲裁庭第一次开庭之前提出仲裁协议无效的书面请求，你们没有提出任何书面请求，如果你们认为仲裁云（此处表述不明，按原文保留）是无效的，那么你们应该提出书面请求，现在你们说……所以我想知道为什么我们以及我们的观点，还有海洋的人性（此处表述不明，按原文保留）。

　　我们可能不需要。因为在这个案例中，你们知道公司已经提交了申请，对吗？你们知道这个申请，你们已经回复了他们，但没有提出书面请求来争辩仲裁条款是无效的。

　　根据标准（s推测为standard的误写，按推测处理）中的2条，友好协商的期限是在收到另一方最近的解决争议请求时触发的，然而在这个案例中，原告方认为被告在2023年2月15日的行为构成了最近的解决争议请求，根据标准（s exercise推测为standard的误写，按推测处理）中的20.2条，主要是发起30（此处表述不明，按原文保留）友好协商，然而他们从未与我们协商。所以你们仍然处于……所以原告方以及尊敬的各位，首先想要陈述。

　　To the first question, the MOU is just a consultation paper, not a formal contract. When we refer to the contract, I mean the FCTIA. It can pick up some points of the MOU, and some stipulations should be invalid. For example, we have to settle the dispute by litigation. Thus, we say that we consider the stipulations in SD CIA 20.2 of settling the dispute by arbitration or litigation is valid, your honor.

　　To the second question, it is also about the party attendant. According to the case, the CFI defendant asked the institute to do an individual report. In the report, the investigation institution has pointed out some minors, and you did not ask the part of plant to rectify it, but you use it as leverage of bargaining. So how do you view your behavior? Do you think you have the right to ask the part of plant to rectify it, or you have used it as a consideration in the contract, your honor? According to Article 153 of the single court, the exemption ground liability cannot be illegal. That means if the exemption agreement or the effective liability is illegal, the exemption is valid. The plans agree that you are exempted from detective liability due to the depend knowing, which we don't agree with. There are different ways in the law to solve the defects problem. Just as more defects were not defect in the object's functioning and the defects well, we have national mandatory laws for the smaller defects. When we knew it, we could abide by the agreement settled, but we can't absolve the plant's liability if liability and exempt, but if the defects violate the mandatory standard law, the plant cannot exempt their obligations which the mandatory law settled. In this case, the standard of construction of and hands chemical warehouses, the stands around protection workshops and the defects of fire protection facilities violated the national mandatory law, which the plant cannot exempt from its effective liability, your honor.

　　And I have another question. It is related to the fourth point in the case. That is, for the sides, how do you view your performance? A beauty in the STC. Do you think you have performed all your duties? Because I think that question is closely related to, for example, if you think you have performed your duties, so you can ask for the treatment of the project of depend and best words for the party, and if you, the party of den, fail to perform the contractual, so you can refuse to perform. So what is the party's answer, follow - up and selection obligation? And what in the 24 in children and pack a finished OB huge the she. And we all know that the package is a financial prison, and it only is wondered the uh. Here is it uh, the whether the shareholders need to provide the many the obligations of the a liabilities of the company. So uh, the case united has their their obligations and they don't need to end a word. Do you think you have performed the duty of head of the plant and you have performed the duty cancer ships and you have both or the. Is yes, the only need period second it OK so what.

　　We hold the view that the plant's beauty is. It hands over the patents and makes the defendant become the source shareholder of the target company. And the plant should do it first in the event next, which is money, before the competition date, 12:50, August. But the plant overacts as planned in 17th October 2022, which is late about two months. So the plant violates their obligations about the den's obligation.

　　The first is that we need to store money in the bank until the plant it books. It is we do an installment payment. Anything else to get comment? I think for this question, especially for the project of event. I think for this question, especially for the project of depend. I think your point maybe we should answer that we both sides we do not fulfill our argument or a contractual due. But the party of depended, we have justification because you have mentioned that the party of planted you should do first and then we should do the next, right? Yes, you should have done it first, and then we can pay our instrument to you. But you, the part of plant, you did not have justification. You have constituted the breach of contract. I think that should be your point.

　　And for the next question, in the case, in the evidence, the third such saying that. According to the weeks, at the time that the fire happened, a large - scale explosion was not caused. However, due to fewer personnel onsite at the time of explosion, the fire was not extinguished in time and spread to the adjacent number one production workshop. So before the both sides, you think who or which side should take the responsibility of not extinguishing the fire in time? That is called for.

　　Actually this place on Mr. On Thursday. Already. Do best or try to distinguish this. However, the guarantee and this and the all - China. So we don't think that any comments in just suggestion among the exhibition you have a news right on news report and that is report. I think that is bias to the party of planted because in this report it has the exact time of the fire extinguishment. It is 2:21:30 around that time. And in the case we have known that the same. Yes, did he notify the quality of and in time order the delay. You know it is that is in the everyary 19, right? But what's the time of the fire? The eight. So that is for you to explain maybe it in the ification and about this question. Actually the core question is how do you view the question of your facility is old and is not efficient? Do you think you should all the possibility to manage it or you can content that the party of defendant they have known they have known situation through they have no they have no situation through the uh to report. So that is the question for your answer. You have to answer this question about about about the end. Of the old percentage. You think you have the responsibility or you can content that the partial depend they have known the situation to be accepted because we did not ask you to reply it but they use it at the library to sorry.

　　There are two parts of the friends in indeed there are the friends and friends in bring in the. Report has showed event uh well is a private national in vacation in 2018 of our pen. What actually the uh is uh there always because they need to be cha annual and it annual to. If the plan cannot like and check the specific well. That is a very good point. It has found the good point about the annual test because in the annual test because uh in the report the with the the institution it has mentioned that you are overall in compliance with the legal regulation right. So that may prove that your company has perform your d management about the facilities including the fire - relevant facilities. So that is your I think you can insist that. And so what about school the part of and help you the question about the fire.

　　辩题：vs

　　正方·原告就评委提出的问题进行答辩：

　　The youu should honor told of you that the plan is. Is offward and this um extinguished the fire not in time and cause a huge computer damages because. The first the true fireer extinguish and the headors can goes warehouses well old and slightly damages and the planet is s fellll to over very hold than which resulted in the fireer being unable to extinguished in a timeing manner after a brokeout resulting in even more tends consequences the planet s fell to the second is the pen a planet s fell to equips the factory VISA fire along. A planet well to equps the factory with a fire along system which resulted in the value to notify the city government of the fire. In a tiny manner after it broke up. The third is the main manyipulations concern to the citiess hiping network and fire pound storage connected to the fire pound where uncertain as to whether it it could be used as second water supply or by bike your honor may I add something. We considered that a good performance of distinguished the fire does not is not just for the time which is after the fire was called was was established and we can see that in this in it summer storms happened't a lot and in in summerma storms happened alot and in on twenty on eighteenth July two thousand and twenty two and it's about twenty three point five a lining strike he the one hazardous chemical warehouse but on twenty um on twenty three point twenty three thirty five the fire already spread in number one production workshop and there was a thirty minutes period of time but to the they so to distinguish the fire which would mean which cause to the um a bigger damage that they could not distinguish the firection that when the fire distinguished the it because the fire became bigger it was more. In post and you distinguished the fire your honor I um there are there are three points that I like I didn't date and let me are three points that I left I didn't date and let me and this and the fourth is the nowway inside the planets when we're not special enough. With the result at fire trucks could not be parted in include proximateity to the fire and this is the planets were not even construction drawings and layout plans for the hazards chemical warehouses is the results that it could not be provide with resismable rules for putting out buyers in warehouse and six is the practice well to utilize a fire alarms and monitors without in the inaabilityity to observe the specific of the fire and missing the. Miss the best time for rescue. The seven is afternoon. Time for rescue. Said the balance is after learninging of the fire planets did not have sufficient by fighting personnel to extinguish the fireer and the ta in so including this seven points. We hold it you that at for so issue take this responsibility so just will come I think party the parking you shouldize the neph of the country you see.

　　你那个。OK my question is for the issue. IA twenty four one maybe that agreement in seven andute and back in the corner with a lot of without regards city law principles why you see apply the choice of law rules of rules yet to the of.

　　In your honor I I think it's a question for the defendants right yeah okay in your honor the act applying of the choice of law of the seat of the court itself in angoment of respect toward the seat of the court different from the situation that both the parties are the seasons of the seat of the court or any other of civil relationships that there's not consttiutes foreign relationship civil relationships the balance of the benefits between the parties of the foreign civil relationships as hard to reach if rettales interest of the parties the chances of applying the out of mainland China is given here will we say the losss of the people's republic of China on choice of law for foreignring relateds civil relationships as a prime example and second. Law for foreign related civil relationships as a prime example in this case the civil relationships between the parts is apparently foreign related after the strict arguments as their honor can see a page six to protect the benefit for both the parties without his respect toward the seat of the court novia itli the choice of law their honor.

　　OK the same question for the friends so do you think that thependence of the of competition presence is. Um yes we acknowledge that the application clothes is the of the main contract whenesing its theist and the vaity however is a a theverity of year a trade close as not in the other clothes in e ST ciia froming the governing law education clothes and in this case close any point one of the isipate um theggate the law for all clothes of the contract since the electric clothes is part of the ST GI I eight so oh we we think we think of the choice the choice of of the choice of the governing law is vallied and we need to use trying the law of China to asessing the exist and the relative all know OK as what the substantial a substive issue the question is. As for substantial a substantial issue the question is for the defend.

　　修正后：

　　辩题：vs

　　正方·原告就评委提出的问题进行答辩：

　　You should be informed that the plan is. It is awful and this, um, failed to extinguish the fire in time and caused huge computer damages because. Firstly, if the true firefighter extinguishes and the leaders can go to the warehouses (which are old and slightly damaged), and the plant is so full that it is very difficult to extinguish the fire in a timely manner after it breaks out, resulting in more serious consequences. Secondly, the plant fails to equip the factory with a fire - alarm system, which results in the inability to notify the city government of the fire immediately after it breaks out. Thirdly, the main manipulations concerning the city's shipping network and fire - pound storage connected to the fire - pound are uncertain as to whether it can be used as a second water supply. Your Honor, may I add something? We consider that a good performance in extinguishing the fire is not just about the time after the fire alarm is established. And we can see that in this summer, storms occurred frequently. For example, on July 18th, 2022, at about 23:50, a lightning strike hit one hazardous chemical warehouse, but at 23:35, the fire had already spread to the number one production workshop, and there was a 30 - minute period. But they failed to extinguish the fire, which means that it caused greater damage because they could not extinguish the fire when it was smaller. When they finally extinguished the fire, it had become bigger and was more difficult. Your Honor, I have three points that I haven't mentioned yet. Let me... And fourthly, the roads inside the plants are not wide enough. As a result, fire trucks cannot park close to the fire. And these plants do not even have construction drawings and layout plans for the hazardous chemical warehouses. As a result, it cannot provide reasonable rules for putting out fires in the warehouse. Sixthly, the practice of using fire alarms and monitors is unable to observe the specific situation of the fire and misses the best time for rescue. Seventhly, in the afternoon, the time for rescue. It is said that after learning of the fire, the plants did not have sufficient firefighting personnel to extinguish the fire. So, including these seven points, we hold that you should take this responsibility for this issue.

　　OK, my question is for this issue. IA241, maybe that agreement in seven minutes and back in the corner, with a lot of disregard for city law principles. Why do you see the application of the choice - of - law rules?

　　Your Honor, I think it's a question for the defendants, right? Yeah, okay. Your Honor, the application of the choice - of - law of the seat of the court itself, in an argument of respect for the seat of the court, is different from the situation where both parties are subjects of the seat of the court or any other civil relationships. It does not constitute a foreign - related civil relationship. The balance of benefits between the parties in foreign - related civil relationships is difficult to reach. If we consider the interests of the parties, the chance of applying laws outside mainland China is given here. Will we say that the loss of the People's Republic of China in the choice of law for foreign - related civil relationships is a prime example? And secondly, the law for foreign - related civil relationships is a prime example in this case. The civil relationship between the parties is apparently foreign - related after strict arguments, as Your Honor can see on page six, to protect the benefits of both parties without respect for the seat of the court. Now, the choice of law, Your Honor.

　　OK, the same question for the other side. So do you think that the independence of the competition presence is... Um, yes, we acknowledge that the application clause is of the main contract, while its existence and validity. However, a trade clause in a year is not in the other clauses in e ST ciia forming the governing - law education clause. And in this case, clause any point one of the isipate, um, aggregates the law for all clauses of the contract. Since the electric clause is part of the ST GI I eight, so, oh, we think that the choice of the governing law is valid, and we need to use the law of China to assess the existence and the relevant all - know. OK, as for the substantial issue, the question is for the defend.

　　In the CIA, class eleven, first material class, it's in the fire, the course material. Why do you put that on this page? The fire resulted from license, not sports material. No owner. First, according to page seven to six in our pleadings, it has already been written in detail that the fire was caused by the planet's boat which was able to move away during my watch. So it doesn't constitute a cause.

　　Second, according to the judgment in China, boys, 2022, in 50, number 485, we use in the 38th index on the page, working out of our planes. The court ruled out that the part did not do their best and would take all measures to prevent. Their best would take all the measures to prevent the damaged consequences. Natural disaster was not in direct causation of the damages, but the planet's boat did. Therefore, if the flooding of the west coast by the rainboard did not constitute the sport in this case, the plaintiffs did not use their best efforts and build their measures which they could have taken to prevent this, including the seven CIRC standards on pages fifteen to sixteen in our list. So we can see that there is a direct causal relationship between the planet's vote and the occurrences of the fire. Lightning strike was not the disabling reason. The fire could have been avoided and the amount board, so the fire did not have something to be paid in the amount. So the fire did not constitute the first major cause.

　　So, also apply the unlikability on affordability to find the fire, but you make a very defensive decision for all the concluded act. The fire does not constitute from GE. So please explain this.

　　The second should be important and it has been shown before the contract. It was not on 18 July 2022 when the contract was concluded in certain joy. That is to say, the practice cannot be prior. And the second partner should be considered related subjective conditions, that is to state in age, the intellectual development or the knowledge. Certainly, the practice if not be professional price and they cannot be for they are not and should not be the prior. Because the different defendant had hired the third part thousand and they have the team. The point is a consideration of the planeted will be influenced by this. So, well, let's just see last.

　　The fire is possible. The second I need to paragraph that the area of... should be well integrated together. For instance, parties have to their reason here still of this object condition and it's after the object conditions on their best efforts still cannot be consequences. And the conclusion is that you see that, well, also any decided we report that had reached the overstutoary standard. And also the directors, they don't need to manage the direct or another one who controls and directors. So they have, after they have their shareholders and little nature. So already here. But also. So after the lightning strike, the wind brain and the latest thing and the pregnant country, the country, I saw have already for their is say.

　　OK, so comments. I suggest you to use the one news, one even one news is that it is our preced right once but in a years right. So you can use this to this question for the dependence.

　　When the contract was completed, the dependence did last. PI the plant as the points would be put and introduced in the fourth quarter. Only the department of the contract was mentioned in the cash conversation. Why did the depend take that the plant would cause the loss by the breach of the contract and the time of the conclusion?

　　Your honor, first, according to Carro A on page four in this fact, ten and specialized in the research and development and influence of Exing for human you, and it's one of the largest manufacturers of influence, a various. And it's one of the largest manufacturers of blue and up there ISIL vaccine and has the largest market share in the country tree of Acadia. In this case, the plant is absolutely new that the depends aims at using the plan to produce influenza vaccines. Influenza is regular in winter. And influenza vaccine has the most market kids board and is profitable in winter. So the defendant said the delivery date no later than fifteen. This is the combination date. It is very clear that the defendant intends to start production of influenza vaccine in that winter.

　　Second, although it may be difficult to foresee that the influenza vaccine sales will be up to more than eighteen percent. But planets should have. Eighteen percent. But plaintiffs should have foreseen the average vaccination in winter under normal circumstances. So the plaintiffs should at least compensate depended border expected lots of purpose based on the average of previous year.

　　OK, how about the point to this kind of cases? Explain in some feedback.

　　In your pleading that the fire has not caused you with why dependence apply change theistance cost in a SYN. Do you still think the sy. Do you think there is a contradiction between the social view and the change service institution of a view and the use of papers oftances?

　　Your honor, according to the acqua three hundred.

　　Of the civil courts and on board thirty - two of the judicial interpretation, but contract law, the condition for a change of circumstances is that the underlying conditions of the contract have changed significantly, such as a change in the price caused by an abnormal change between supply and demand. Second, in this case, the underlying conditions of the contract have changed significantly due to the fire that destroyed the warehouses and the production workshop. Class plan was delayed and delivered the plant, resulting in the losses of the original value of the plant. The plants should have been delivered to the factory before on time. Yes, that point was indeed worth that much money, but the defendant did not deliver it until... It was worth that much money, but the defendant did not deliver until October 17th. At this time, the value of the plant had already decreased because the plant could not bring the defendant as much profit as before, and the defendant's demand for the plant was not as strong as it had been before because it would take time to put into production, which would make the best time to sell the plant pass, and the plant no longer had the value as it was at the time of the contract. It would be unfair to the defendant to pay the original price. So the defendant asks the court to change and reduce the contract payment.

　　And the next question is the differences between what is major and change of circumstances. OK, you are aware of this. Check the question. Um, according to article one hundred and eighty of the civil code and article five hundred and thirty - three of the civil code, first, a major event is an event that is not caused by human will, which one hundred percent cannot avoid and overcome. The change of circumstances may be suggested in price changes affected by supply and demand. Second, the consequence is absolute; one hundred percent cannot be overcome. The change of circumstances can be relatively overcome, but it is obvious compared to one party to continue the contract. Third, the former can exempt part or all of the liability. The change of circumstances only has the right to request a court to change or terminate the contract. In this case, the value of the plant of the defendant was not as much as at the time of the contract settlement. The plants' value had already decreased because the plant was delayed in the handover. It is unfair to ask the defendant to pay the full purchase price. As our answer. OK, thank you.

　　I have a question. Um, it is about... In 2002, on October 20th, the new incident has received the claims from a company, which has contained that the mirror and soon as contained that the mirror and sin as violating the sailors' volunteer. And so how do... Maybe this question is for the party of... And do you think you have violated the sales guarantee? 35:21, we... Um, but they... What standard and in a lot of China, the only... To... For the... At... In the... They... The... The business... The actually in the rule of... Because... Thousand... Um, in the second... Remote... It... Um, the... Um, the distance is really warehouse, the personal warehouse and the production... The... Explain the... Those tens or other... Between others and... And so example three.

　　When you bring that, all of the minor items depending on the minor INS are in our plan. The dependents have already been leveled in the TV report before we signed. At least, we aside without writing a to repair the many things. We have accepted all of this.

　　In the course of it, not only between the same day and the competition day was the effect found. This kind of debate was decided before the days. So what was known was another question to defend.

　　Because in the due report, the report has found something right, but it has also said that overall the party in question has performed this management duty. How do you view the legal effect of the due diligence report? That is, if the due diligence report says that the party has performed its duty, do you think that can constitute a solid ground for proving that such a party has maintained good management? Do you think this belongs to you? Please further explain. And mean is that if the report does not find something, do you think that the party can use it as an exemption of its liabilities?

　　And I hold that the effective plan that we used to reduce the money, before this agreement, this is the mandatory standard law. The party can violate it. So, the exemption of effective liability, if it violates the mandatory law, this exemption is invalid. We can't use it as an excuse to escape their obligations.

　　Maybe just to remind, you can use it at the point that is the easy record. It just means the legal report is just a help to show the legal relationship between you and a third - party institution. You just use the digital report as a help to make decisions. It does not mean anything to judge whether the party has performed their usual management.

　　That is just OK. Two minutes. And another question is for the part.

　　正方（原告）就评委提出的问题进行答辩：

　　在2003年2月，被告（Defendant）收到邮件并就申请（application）相关事宜进行了回复。他们表示抱歉，并说需要解决争议（Dispute）。他们称营养（nutrition）方面可能不是最佳的，这是他们认为的最佳解决方式。他们在邮件中的表述意味着对仲裁类别（arbitration class）或者对申请类别的某些事项的否定。但在我方看来，我们不认为该回复是一种否定，也不意味着他们反对仲裁协议的有效性。

　　正如我们所见，在2023年2月15日，被告第三次向他们的人员（person）发送邮件。我们认为他们只是将其作为友好协商的回复，因为我们在2月15日发送了大量（rich）请求以寻求理解，而他们并没有放弃权利，我们拒绝承认仲裁无效，因为我们可以将其作为我们合理反对的依据。

　　让我补充一点，仲裁并非是最合适的（appropriate）方法，即使争议（Dispute）需要解决，但计划（plan）并没有表明其安全性。他拒绝了一种合适的（property eight应为proper）方法，这并非一种形式上（form）的请求。

　　最后一个问题是针对双方的，请分析性质（nature）、联系（contact）。我们有双方，即两个主体（plant应为party），还有被告，那么我们有多少种联系呢？我的意思是，在这种联系中有多少方呢？我的意思是有两方，也就是两种联系，那么在政治（politics应为policy）计划中包含哪些方呢？

　　There is a two - party contract which includes the principal and the agent. The next contract is the Shareholders' transfer contract. This subject involves two parties. In this case, the principal and the agent are the appropriate subjects. Do you agree that the nature of this is share and capital increase? Do you agree? Not exactly. But we are open - minded specifically about the nature of the contract, which is consistent with the shift of everything. Maybe you can understand all the rights and obligations related to it. It is very special for it. 100% of it is related to one - on - one relationship, not so much to say that if you use a lot of rules in the Sales Act. Right? So if you admit that the contract is a share - related contract, you use a lot of self - related contracts to support your opinions. All aspects of the transfer do not have other necessities, or the share transfer contract does not have other legal theories. It can be applied to the Sales contract. And that's why we need the rule in the third contract. It is just a kind of... OK for the plenty that comes up and if you...

　　反方（被告）就评委提出的问题进行答辩： 　　评委表示要再为被告提一个问题，之后提问：在您的文本中，您列举了许多案例，您如何看待中国判例法的有效性？ 　　根据最高人民法院《关于统一法律适用加强类案检索的意见》第4条规定，类案检索的范围包括最高人民法院的生效裁判以及上级法院的生效裁判等。如果一个类似案件是指导性案例，那么……（此处最后部分表述不清，按原文保留）

　　在对本案做出判决时，所有案例（包括来自更高级别法院的案例，其中包括最高法院的案例）都应作为做出判决或相应参考的依据。我们的判决基于本案的事实。双方当事人，谢谢。

　　现在，让我们进入自由辩论阶段。首先，由原告向被告提问。原告可询问被告，在如今的情况下，保障工作场所及资金安全的目标为何未能实现。

　　实际上，被告应根据问题本身进行回答，且相关人员也应知晓相关情况。在此之前，大家可以翻到材料第八页。上面提到，被告专门从事人类用疫苗的研发工作，是全球最大的流感疫苗制造商之一，在奥拉迪亚国家拥有最大的市场份额。被告专注于生产流感疫苗。

　　当被告试图收购100%股东的股份时，股东应当了解被告的目的。被告的唯一目的是利用该工厂在今年冬天来临前生产流感疫苗。因此，被告达成协议并计划在20XX年8月15日前移交工厂，以确保在冬季来临前的四个月内利用该工厂生产流感疫苗，从而获取利润。

　　如果工厂在8月21日之前未能移交，其价值将会降低，无法像之前几个月那样赚取高额利润。而且，被告对该工厂的收购意愿已不如从前强烈。我们想问的关键问题是，被告在回答法官提问时称，其唯一义务是减持100%股东的股份，但工厂在合同中仍具有重要价值。那么，被告应将移交工厂的义务置于何处？该义务在增资协议中是如何体现的？

　　此外，我们所签订的这类协议中，没有与本案相关的情况描述。我们想询问被告，双方是否在《协议》第一部分中约定，该协议的适用法律为诺瓦国法律。我们认为，合同的适用法律是诺瓦国法律，但仲裁协议与合同不同，其适用法律尚未确定。我们想问被告，是否考虑过本案的适用法律？在涉及涉外关系的情况下，适用中华人民共和国仲裁法是否合适？毕竟在这种情况下，很难平衡双方当事人的利益。

　　实践中有人主张，在本案中，当我们确定仲裁的适用法律时，应适用中国法律，因为双方在《ST CI》第20.1条中明确约定适用诺瓦国法律。而且，实践中也有人依据《世界仲裁公约》的相关条款指出，双方在《协议》第20条中约定，争议应通过香港国际仲裁中心进行仲裁，或由交易公司所在地的法院进行审理。

　　我们想问的问题是，本案的性质是什么？另外，《ST A》第20.1条规定的适用法律是否适用于第20.2条？答案是肯定的，第20.1条规定的适用法律涵盖第20.2条。

　　需要说明的是，1月10日发出的索赔函实际上是用于友好协商的。虽然函件名称为索赔函，但目的是协商。我们已向被告表明了我们的要求和需求。因此，被告直到2023年2月15日才发邮件将争议提交仲裁程序，并在20天后启动相关程序，这构成了违反《ST CIA》中友好协商义务的行为，且被告忽视了相关沟通。

　　被告提出的问题，仅在口头上回答而未依据相关法律和案例，是不具有说服力的。由于没有明确的法律条文和相关案例对某些概念进行定义，法院在裁决案件时应如何界定这些概念呢？虽然在某些情况下，相关概念可能与中级法院、基层法院或温教授的观点有关，例如涉及编号为14 - 1的报告，但能否请被告解释一下“不可避免”的具体含义？法官已经要求被告说明，但被告的回答未能清晰呈现相关关系，能否再次解释“不可避免”的定义及其对本案的影响？

　　原告有理由认为，存在客观情况导致相关问题出现，且双方当事人应尽力采取一切措施防止损失发生。但在火灾发生后，生产线停工，被告是否采取了一切可能的措施来防止损失扩大？被告所说的“不可避免”是否意味着当事人没有尽力采取措施防止损失？而且，原告已经采取了自身的措施并尽了最大努力来防止损失。

　　下一个问题是，股份转让合同的注册地在哪里？在《FTCA》中，合同的履行地在哪里？我们认为，注册地并非本案需要讨论的关键问题，合同履行的关键地点是伊斯特威尔。

　　另外，我昨天询问过，在相关条款（如第7 - 1条）中，适用标准是什么？适用标准应依据工程建设的强制性规定以及更高的安全管理和化学防护要求。我想问，什么是强制性标准？

　　自由辩论共25分钟，如果最后一个问题没有回答完，法官可能会让双方继续回答。