九民纪要视角下对赌协议的裁判思维探究
Research on the Judgment Thinking of Gambling Agreement from the Perspective of the 9th National Court’s Civil and Commercial Trial Work Conference Minutes

对赌协议在我国风险投资市场应用广泛，其相关商事纠纷不可避免，为了研究我国法院对对赌协议的裁判思维，文章以《九民纪要》为视角，分析《九民纪要》中构建起对原则性裁判思路。通过对经典案例“海富案”与“华工案”的考察，分析得出裁判思维的演变由“竖切法”到“二分法”、审理关注点由契约性转向组织性以及商事审判思维的重新确立。在之后的商事裁判中，要更加保障商事主体的自主权，构建统一的商事制度，秉持商事裁判思维和规则。
Gambling agreements are widely used in China’s venture capital market, and its related commer-cial disputes are inevitable. In order to study the judgment thinking of Chinese courts on gambling agreements, this paper analyzes the construction of principled judgment thinking in the 9th National Court’s Civil and Commercial Trial Work Conference Minutes from the perspective of the 9th National Court’s Civil and Commercial Trial Work Conference Minutes. Through the investigation of the classic cases “Haifu case” and “Huagong case”, it is concluded that the evolution of judgment thinking has changed from “vertical cut” to “dichotomy”, the focus of trial has changed from contractual to organizational, and the thinking of commercial trial has been established. In the subsequent commercial adjudication, we should protect the autonomy of commercial subjects, build a unified commercial system, and uphold the thinking and rules of commercial adjudication.