A Study On The Good Faith Of The Counterpart Of Transaction When The Legal Representative Implements The Ultra Vires Act

As one kind of civil subjects,legal persons play an important role in today's market transactions,but they need legal representatives to express their declaration of will on their behalf.It has become commonplace for legal representatives to sign contracts on behalf of legal persons and the other party.However,as the market economy becomes more prosperous,the legal person's business activities are more complicated,and the legal representative's behaviors beyond the scope of representation are gradually increasing,such as over-authorization and over-investment and the violation of the legal person's property and so on.The disputes caused by these acts are increasing day and day,which pose a great threat to the security of market transactions.In order to cope with the risk of ultra vires representative behavior,relevant laws and regulations have also been introduced.For example,Article 61 of the General Principles of the Civil Law of the People's Republic of China(hereinafter referred to as the General Principles of the Civil Law)provides for the legal characteristics of the legal representative,the source of its power,and its relationship with the legal person.At the same time of the right to represent person,it is also special that the restrictions of the legal person's charter or its internal authorities on the right to represent shall not oppose the relatives of goodwill.In addition,from the provisions of Article 50 of the Contract Law of the People's Republic of China(hereinafter referred to as the "Contract Law"),it is known that the other party to the transaction knows or ought to know that the legal representative exceeds the representative authority,and the representative act is invalid.If not,the behavior is effective.Therefore,judging the goodwill of the counterparty of the transaction is the key to judging the validity of the contract concluded by the legal representative beyond the authority.The goodwill directly determines the effectiveness of the ultra vires act of the legal representative.This has an important impact on the transaction,especially in today's rapid economic development,where the market transactions of legal persons often involve huge economic benefits.Throughout the judgment cases of courts at all levels,the author finds that for the judgments of the relatives of the transaction,the attitudes of the courts at all levels are inconsistent.Instead,they show diversity.The judicial dilemma of "the same case and different judgments"is in this problem appeared.Although scholars have increasingly researched the behavior of legal representatives'ultra-authoritarian representatives,including the effectiveness of ultra-authority guarantees,the referee's path of over-authority guarantees from court judgments,the protection of bona fide counterparts,the review obligations of counterparts,and the goodwill in civil law,malicious,good faith in bona fide acquisition,but there is no specific article on how to define the good faith of the counterpart when the legal representative carries out ultra vires acts.What is its function?What does it have to do with fault?How to judge whether a counterpart constitutes good faith?The author believes that only by thoroughly thinking and discussing these issues can we accurately understand and use them better in judicial practice in order to play the role that good faith should have.In this paper,the judgment of the court of the"Implementing ultra vires representative behavior by the legal representative" is taken as the entry point.In this case,the judgment of the relatives of the transaction is the research center,which is divided into four parts.The first part is a brief introduction of the court's referee case,and selects"Ningbo Xiufeng Color Printing Industry Co.,Ltd.and Zhejiang Hangzhou Bay Auto Parts Electromechanical Market Operation Service Co.,Ltd.and other contract dispute retrial cases," to discuss in detail the judgment at all levels.When the counterparts are in good faith,the opinions expressed are analyzed by the three different referee tendencies,and the questions are raised according to the focus of the dispute,leading to the following thinking.The second part is about the related concepts including"legal representative","ultra vires","representative behavior"and"relative person's good faith"to accurately define the scope of the research and summarize it and then get my opinion.The third part compares related concepts of the good faith of the counterparts when the legal representatives implement ultra vires act,and expounds the relationship between the good faith of the counterpart and the fault,including the connection and the difference,combined with the relevant judgment cases of the court,and then discusses the difference between the good faith of the counterpart of transaction and the good faith in the bona fide acquisition,including the difference between in the relationship with the fault,the protection of the subject and the way in which the protection is obtained,through these comparisons,to clarify the characteristics of the good faith of the counterpart of transaction when the legal representative implements ultra vires acts.The fourth part is the judgment of the good faith of the counterpart of transactions when the legal representative implements ultra vires acts.Through the analysis of the first three parts,the necessity of judging the good faith is summarized,and the entity composition of the judgement of the good faith of the counterpart is determined.The requirements or influencing factors and the legal techniques which can help judge the good faith of the counterparts.All these discussions are intended to provide a reference for judicial practice.