Discuss Company's Guarantee Exceeding Authority Base On The Supreme Court Judge Differences

Whether company's guarantee exceeding authority is valid in judicial practice,there is no consensus,but different judgments to similar cases are common occurrence.This thesis takes the cases of Supreme Court as the study object,deeply analyzes judicatory ground,clears up judges' train of judgement thought,and analyzes them,and then provides a reference path for the effect of company's guarantee exceeding authority.Besides the introduction and conclusion,this thesis is divided into five parts.Firstly analyzes the current situation of judicial judgment of Supreme Court.On the basis of eighty-four pages of retrievable cases of Supreme Court,thesis focuses on the analysis of identification of validity of guarantee contracts.According to statistics,there are three judging ways in cases of Supreme Court: void,valid,and debt increase.There are many ways of thinking in the judgment,which directly affect the same kind of case there are different judgment results.Secondly,the author extracts two typical cases--"China merchants bank and dalian zhenbang case for careful analysis and comparison.The author through the analysis of thinking with reasons,and finally summarizes the court universal attention and directly affects the company further guarantee the effectiveness of the recognition of the three questions,the first is the analysis about the nature of the article 16 of the company law,the supreme people's court of the basic idea which belongs to administrative mandatory regulation,can't decided to guarantee the effectiveness of the contract.The author agrees with this point of view,the introduction of article 16 is to standardize the company's external guarantee behavior,and can not play a decisive role in determining the effectiveness of the contract.On this basis,the second question is about the appearance of apparent representation/agency rights.Since the offering of security is not authorized by the company,and the contract is not likely to be invalid due to the violation of mandatory provisions of the law,the next question to be considered is whether the offering conforms to the relevant provisions of the apparent representative/agent.The determination of the appearance of rights in the judgment case is not unified.The author thinks that as long as the legal representative or other people who sign and seal the contract can present relevant materials that an ordinary rational person can believe it has authorization,such as the official seal or the resolution of the shareholders' meeting.As for whether the authenticity of the material needs to be identified,this involves the third question--the definition of the relative person's duty of care arising from the apparent representative/agent.the author thinks that should be in the form of the data review can't obviously violates laws or rules of defective,and should be according to the industry and business areas according to the other party,instead of the universality of a standard.