Research On The Application Of The New Rules For Confirming The Validity Of Factoring Contracts In The Civil Code

Factoring contract is a new type of typical contract in the Civil Code.The entry of factoring contracts into the Code is to a large extent the result of industry promotion,which has certain positive significance for solving the problem of financing difficulties for small and medium-sized enterprises."Civil Code " Contracts Chapter 16,"Factoring Contracts",Chapter Two,contains 9 legal provisions,covering the content and form of factoring contracts,the legal effects of fictitious and altering the underlying contracts,and multiple claims on accounts receivable Issues such as the order in which rights are acquired at the time of transfer are clearly stipulated,there are also new rules regarding the determination of the validity of factoring contracts.which provides a sufficient basis for the effective settlement of some controversial issues in judicial practice for a long time.However,the "Civil Code" fails to cover all the original disputes of factoring contracts,which are specifically manifested as follows: 1.Article 761 concerning the legal structure of factoring contracts still has disputes;2.Article 761 regarding existing and future receivables The provisions on the scope of accounts are more principled;3.Article 763 is not clear on how to define a factor in false claims that the factor has not fulfilled its prudential obligations;4.Article 764 is also unclear on the subject of the transfer of claims;5.Factoring There is also a lack of regulations on how to determine the validity of factoring contracts when people do not have the qualifications to engage in factoring transactions.The above-mentioned problems are also difficult problems encountered in determining the validity of factoring contracts in judicial practice in recent years.By analyzing the existing judgments and the provisions of the Civil Code,the following conclusions can be drawn: 1.The provisions of Article 761 concerning the legal structure of factoring contracts should be interpreted in a limited manner.Among the four service contents specified in Article 761,On the premise of the transfer of the creditor’s rights,as long as the factoring party chooses one of the services from the "Information Finance Link" and "Account Receivable Debtor Payment Guarantee",it constitutes a valid factoring contract.2.Expand the interpretation of the scope of "existing accounts receivable" to include bill claims and claims that are agreed to be forbidden to be transferred;restrict the interpretation of the scope of "accounts receivable",only if they are expected The obvious feature of interest can be legally effective,and other "accounts receivable" should be excluded from the scope of transferability.3.The provisions of Article 763 on how to define the factoring party’s failure to fulfill its prudential obligations in the false claims shall be supplemented by the assumption that the factoring party “knowingly” finally determines that the factoring contract is invalid.After a formal review of the credit situation of the parties to the contract and other aspects,it should be determined that the factoring party has fulfilled its prudential obligations,and it can no longer be presumed that it has “knowledge” of the fictitious creditor’s rights,and thus the factoring contract is determined to be invalid.4.Although Article 764 does not make the creditor the subject of the notice of the assignment of claims as provided in Article546,paragraph 1,but stipulates that the factoring agent as the assignee shall bear the obligation of notice,but the issue of who is the effective subject of notice is not Will affect the validity of factoring contracts.5.Regarding the "Civil Code" that does not provide for the determination of whether the factoring transaction will affect the validity of the contract if the factoring party does not have the qualifications to practice,it should be affirmed that the factoring transaction will affect the validity of the contract if the factoring transaction does not have the qualifications..The competent national department shall issue general-binding departmental rules or industry-specific regulations,and uniformly stipulate the qualifications of factoring companies.