| In today’s market economy,guarantees are becoming more and more important.While this system promotes the active development of company transactions,on the other hand,due to imperfect legislation and regulations,guarantee chaos frequently occur and disputes over company guarantee contracts are widespread.Courts at all levels have different interpretations of legal provisions,which will cause many different results in the same case.Doing so will harm judicial justice and the authority of the law.Corporate guarantees have always been a hot topic.There are many doctrines and theoretical disputes on the validity of ultra vires guarantee contracts,and there are also many adjudication paths in judicial practice.In view of the complexity of the issue,a unified view has not yet been formed on the issue.Therefore,based on the existing theories,this article integrates judicial cases and combines the latest academic developments to put forward its own opinions and viewpoints over the validity of the guarantee contract.This article mainly uses comparative research methods,logical argumentation methods,value consideration methods and case research methods to analyze the effectiveness of ultra vires guarantee contracts.The first chapter is an overview,including why this topic was chosen and what its meaning is.This topic is currently regulated at home and abroad.What is the innovative point of writing this paper.The second chapter is an overview of the company’s ultra vires guarantee.Starting from the meaning and type of the ultra vires guarantee contract,by clarifying the influence of the company’s resolution on the ultra vires guarantee contract and the relationship between the legal representative’s ultra vires and the company’s ultra vires,the legislative foundation,value and risk of the company’s ultra vires guarantee contract are summarized.There is a preliminary understanding of the validity of the ultra vires guarantee contract.This pave the way for the following discussion.The third chapter is mainly based on the legislative and judicial status quo,through the analysis of legislative norms and judicial cases,it summarizes the three theoretical controversies that exist in the determination of the validity of the company’s ultra vires guarantee contract.Chapter 4 mainly describes the regulations of countries(regions) at home and abroad.And summarizes the two types of legal system countries’(regions’) limitations in the effectiveness of the constitution and the introduction of business judgment rules for our legislative improvement recommendations.The fifth chapter starts from the basis of the previous article.It is concluded that Article504 of the Civil Code should be applied to determine the validity of an ultra vires guarantee contract,and different rules shall be applied to determine the validity of the contract when the third party is in good faith and in bad faith. |
