Research On The Corporate Responsibility Of The Invalid Guarantee Of The Legal Representative

The legal representative has unauthorized guarantee without the company’s resolution,involving the interests of multiple parties such as the company,legal representative,creditors,debtors,etc.Even after the ultra vires guarantee is deemed invalid,if judicial practice cannot properly grasp and apply the responsibility allocation rules in judicial practice,that will not only cause the stakeholders to assume responsibility the problem of imbalance,and there will be different judgments in the same case,which will affect the credibility of the judicial system.Therefore,in judicial practice,the reasonable allocation of the legal representative’s corporate responsibility when the ultra vires guarantee is invalid has become an important task.This article also takes this as the focus of research.According to the “minutes of the national court of civil and commercial trial work”,the distribution of responsibilities when the guarantee by the legal representative is invalid can be dealt with by referring to the guarantee law and its judicial interpretation.After sorting out the relevant laws and judicial interpretations,for example,where a security contract is determined to be void,if the debtor,the company’s multiple stakeholders are at fault,they shall each take civil liability in proportion to their fault,it is discovered whether the company(guarantor)bears the liability for compensation and what kind of liability for compensation is related to the company’s fault.The nature of the company’s liability for compensation when the ultra vires guarantee is invalid is the liability for negligence in contracting,and the liability for negligence in contracting is based on the principle of fault liability.This is the reason why the law stipulates that the company shall be liable for compensation based on its fault.The company’s fault liability requires the company to have fault capability,which is closely related to the nature of the company’s legal person.The real entity theory(The viewpoint is legal person has the capacity to act,and has the same meaning as a natural person,the representative office is an inseparable part of legal person,which activities can become the behavior of a legal person.)provides support for the company’s fault capability.The company’s fault capacity is borne by the company’s external representative office,therefore,we can start from the behavior of the company’s representative office when evaluating the company’s fault capacity.In addition,when judging the scope of the company’s liability for compensation,the degree of counterparty fault not only affects the scope of the company’s liability,but also affects whether the company’s liability is existed or not.Therefore,when determining that the company assumes the liability for compensation after the ultra vires guarantee is invalid,it is necessary to weigh the fault of company and the fault of counterparty.In judicial practice,the court has disagreements on ordering the company to assume responsibility after the legal representative’s ultra vires guarantee is invalid.First of all,different legal representative’s ultra vires guarantee contract effectiveness judgment paths affect and determine the reason for judgment in the distribution of responsibilities will be different.The introduction of the " minutes of the national court of civil and commercial trial work " unified the path of judicial judgment,but the rules for the allocation of responsibilities after the guarantee is invalid is not clear,it just provides legal references.Secondly,judging from the collated samples of judgments,the courts have disagreements on whether the company is liable for compensation,when to bear the liability for compensation,and what proportion of liability to bear.After analyzing the reasons found by different courts,it was found that the fault factor did not have a substantial impact on the allocation of liabilities after the legal representative’s ultra vires guarantee contract was invalid.This is the reason for the different judgments in the same case.After reflecting on the issue of different judgments in the same case,the court has disagreements on ordering the company to assume responsibility after the legal representative’s ultra vires guarantee is invalid,it is found that the main reasons for the above-mentioned problems are: 1.The issue of company ultra vires guarantee itself is relatively complicated,involving the interests of different departments’ legal systems,and the inherent conflict of interests in the system has led to the failure to achieve the most ideal effect in the distribution of responsibilities;2.The courts have differences in the application and interpretation of the rules for the distribution of responsibilities,leading to confusion in the application of rules by different courts,which in turn affects the distribution of responsibilities after the ultra vires guarantee is invalid;3.The bias of secured creditors in judicial judgments(which means the court is more inclined to protect the interests of secured creditors)is not only reflected in the judgment of the validity of the ultra vires guarantee,but also in the distribution of responsibilities after the ultra vires guarantee is invalid.Finally,based on the above-mentioned reflection on the issue of different judgments in the same case,combined existing theories and practices,the author puts forward perfect suggestions for the allocation of responsibilities after the legal representative’s ultra vires guarantee is invalid: 1.Unify the rules for the allocation of responsibilities after the invalidation of the guarantee by the legal representative,not only at the level of legal norms,but also unify the details of the court’s determination of the faults of the company and the counterparty;2.The court should lead into interest measurement methods in the distribution of liabilities after the guarantee is invalid,and conduct risk cost analysis between the interests of the company and the interests of the counterparty,the ultra vires guarantee contract specifications and the company law specifications;3.On the basis of the existing relevant liability allocation rules,further detailed discussion of the liability allocation situation when the ultra vires guarantee is invalid,distinguish the three situations where the company is exempt from joint and several liability,bears partial liability,and does not bear any liability.The purpose of all the above suggestions is in order to better serve the judicial practice.