The Article On The Application Of The Disregard Of The Corporation Personality In The Case Of Personality Confusion

The basic situation of the case on this paper to be analyzed can be summarized as: the China Cinda Asset Management Corporation and the debtor A Co.Ltd, B Co.Ltd, C Co.Ltd reach a debt restructuring agreement for the A Co.Ltd's overdue loans in the Agricultural Bank of China in Wuhan Hanyang Avenue branch,which A Co.Ltd repays the outstanding loans, while A Co.Ltd and B Co.Ltd set up collateral with the investment project of C Co.Ltd which co-established by them. After the three companies only pay part of the principal and interest ,so creditors prosecutes to the court and requires the three company to repay all the money on the case. One focus on the case is to indentify the three companies's related behavior, Cinda Asset Chengdu Office considers that their actions constitute corporation personality confusion, but the three companies consider that their behavior belong to normal transactions, and each one operates independently, not so-called personality confusion. Whether the behavior belong to personality confusion or not will will affects whether to assume joint and several liability.This case's judgment is after the promulgation of the new Company Law, the new company law set up disregard of corporation personality, so the case applied this institution according to the detail of the case. However, it's difficult to operate in practice because the new company law only provides only two simply abstract provisions,which do not have detailed requirements. Trial of the case authorities use the method of literal interpretation to consider the personality confusion as one occassion of disregard of corporate personality so that the case can be resolved smoothly. The problem is that there is no express provision about the personality confusion in the legal ,by the while, China does not recognize the precedent system, although the case can serve as a model of the guiding role to the lower courts, but not mandatory, all levels of court are still have greater discretionary space or a loss in similar cases, even may on the same facts to the contrary judgments.As the parties of the case in dispute, the three defendant company in the trial consider that although the three companies invested by the same company, but each one has its own independent business scope and financial accounting, the three company audit independently, and have clear account and property, so there is no personality confusion situation. However, the plaintiff considers that according to the evidence submitted to the court by them the three company's address, phone number are the same, the financial managers are the same during the same period, although they have independent financial and independent audit, but the three companies's capital flows indicate that three company's financial behavior is not required for normal business purposes, with the typical signs of confusion. Visably, a clear standard is the premise and foundation of correctly recognizing the personality confusion and then appling the disregard of the corporate personality.Therefore, this paper seeks to analyze through the case, and then discusses the meaning, legal basis, development, the main form of expression of the Disregard of Corporate Personality ,at the end discuss its main case -- the personality confusion's concept, manifestation, exclusions and the standards in detail.At the last of this paper, in view of the specificity of the Disregard of Corporate Personality, for the existence of personality confusion occasion to apply the Disregard of Corporate Personality put forward their views ,in order to balance the interests between the parties in order to achieve the greatest degree of fairness and justice.