Research On The Rights Reserved By The Seller From The Perspective Of Security Rights

The retention-of-title transaction has undergone major changes after the promulgation of the Civil Code.Although it is still stipulated in the contract section,through a systematic interpretation of the Civil Code,it is found that the boundary of typical guarantees and atypical guarantees is blurred under the modification of the Guarantee Law.And the provisions on the retention of title in the contract also make the right reserved by the seller far from the real ownership.From the analysis of the form and connotation of the right reserved by the seller,it is concluded that the right is not full ownership in the sense of civil law.Apart from the formal appearance of the owner,the seller does not enjoy any power of full ownership,and the reserved right is more reflected in Warranty Properties.A reserved right is a guarantee in the name of title and is a security title.The Guarantee Law adopts a mixed legislative model based on the formalistic security concept and draws on the functionalist security concept.Therefore,there are two paths of typical security and atypical security,which belong to the "non-uniform security path".The United Nations "Legislative Guide to Secured Transactions in Movable Property" proposes the principle of "same function,equal treatment" for the legislative model adopting the "non-uniform guarantee path" to solve the difference between the two.Although the rights reserved by the seller and other security interests are different in transaction form,the security functions are the same.According to the principle of equality,the two should be regulated by the same law.Therefore,in the process of the seller establishing the reserved right,it is not enough to rely only on the Obligation Law and it must be restricted by the rules for the establishment of the Guarantee Law,In this way,the conflict between the reserved right and the security interest can be avoided,so that the reserved right can be applied to the Guarantee Law.In addition,the rights reserved by the seller are special compared with general security interests,so both the general and the specificity requirements should be taken into account in the establishment of reserved rights.It is mainly reflected in: first,in the form of establishment,the Obligation Law has no requirement,but according to the establishment form of the Guarantee Law,the reserved right should be in written form;second,according to the special structure of retention of title,the object of the reserved right can only be movable property;third,the right to the subject matter should be reserved before delivery.In order to avoid the concealment of atypical guarantees and to unify with the real rights of the Guarantee Law,the Civil Code has added a new registration and announcement of reservation of ownership.Although registration is not a necessary condition for the establishment of reservations,registration protects the seller’s rights.Especially important,it can not only fight against a bona fide third party,but also is a condition for determining the order of repayment when the rights are competed for deposit.And the right reserved by the seller is a special purchase price security right.The seller can get super-priority when his rights are registered within ten days of the establishment of the right.The ownership-appearing construction of a reserved right gives it an advantage over a general security right in respect of the realization of the right.The seller can not only realize the right by the realization procedure of the security interest,but also realize the right by applying the recall right.The recall right does not restore the seller’s status as the owner,and the sale is not based on the legal status of the owner.The seller can only sell the goods and liquidate the goods in accordance with the provisions of the Guarantee Law in the capacity of the security interest holder,and obtain repayment for the price.