Research On Validity Of The Company's Legal Representative's Ultra Vires External Guarantee Contract

The Company Law provides only internal resolution procedures for the external guarantee of the company but lacks the external validity regulation of the ultra vires guarantee,which has led to a great dispute in judicial practice on how to determine the validity of the legal representative's ultra vires external guarantee contract.Firstly,how to invoke some relevant legal provisions and judge the validity of the legal representative's ultra vires external guarantee contract? Secondly,if article 50 of the Contract Law is applied,the criteria for the recognition of the "goodwill" of the creditor need to be determined;Thirdly,the article 50 of the Contract Law only stipulates the validity of contract when creditor is in good faith,but it doesn't stipulate the validity of contract and legal consequence when creditor is malicious.This article is divided into four parts.The first part expounds the source of the company's external guarantee ability,and what is the behavior of the company's legal representative's ultra vires guarantee,and points out the existing problems on how to determine the validity of the legal representative's ultra vires external guarantee contract in the judicial practice.The second part expounds the different ways to determine the validity of ultra vires external guarantee contract,and points out that the validity of the contract should be determined on the article 50 of the Contract Law.The third part points out that the recognition of the "goodwill" of the creditor is the key to judge whether the ultra vires external guaranty constitutes the representative in fact.The essence is that the creditor should undertake certain review obligations.The fourth part discusses that ultra vires external guarantee contract is valid when the creditor is in good faith,and determine the validity of contract according to apparent agency by analogy when the creditor is malicious.The creditor and the legal representative should bear the responsibility according to their respective fault when contract is void.