Study On The Transfer Notice Of Accounts Receivable In The Factoring Contract

China’s factoring business started and developed in the absence of a system.The special chapter of the Civil Code on factoring contract,but the adjustment of the legal relationship of the factoring contract,especially needs to be discussed in theory and practice compared to the particularity of ordinary claims.Therefore,it is valuable to study the receivables transfer notice of factoring.This article includes the introduction,the text and the conclusion.The text has five parts:The first part,"Basic elements of notification of factoring contract".Article764 of the Civil Code gives the factoring person the right to give the transfer notice as the assignee,but there is no provision on the content and method of the transfer notice of accounts receivable in the factoring business.Since the essence of the surrender notice is that the debtor should know the fact of the change of the creditor,the receivables transfer notice should at least contain the fact of the creditor’s right concession,and clearly express the factoring,and also have the information and contact information of the parties.The method of accounts receivable transfer notice should satisfy the actual notice to the debtor as far as possible,so litigation and other methods can be used as the way of transfer notice.Based on the consideration of the interests of all parties and the development of factoring business,it is very appropriate for such materials with strong certification strength as necessary vouchers for the transfer notice.The second part,"the point of receivables transfer notice of factoring contract".The timing of the notice of receivables transfer includes when the notice and when the notice takes effect.The the of notice includes the time of existing claims and the time of future claims.In order to avoid the judgment difficulties of the debtor and safeguard the interests of the prior transferee in the existing claim concession of the factoring contract,the prior notice shall be deemed invalid.In the assignment of future claims in the factoring contract,the future debt with an underlying relationship can be notified when the assignment is established,and the future debt with no underlying relationship can be notified only when the debt relationship on which the debt is established is established.When the notice of claims takes effect,should not be expressed in analogy to the effective rules.Different from the way of giving people to notice,the time when the notice takes effect is also naturally different.The third part,"Legal effect of receivables transfer notice of factoring contract".The effect of the notice of accounts receivable transfer in the factoring contract includes internal effect and external effect.The former refers to the effect of the transfer notice on the relationship between the grantor and the assignee,while the latter refers to its effect on the debtor and the third party.Generally speaking,the legal relationship between the grantor and the assignee establishes the contract,that is,the creditor’s right is transferred to the assignee when the creditor’s right transfer contract is established.Article 768 of the Civil Code specifies the external validity rules of the assignment of creditor’s rights in factoring contracts.Transfer of creditor’s rights to the debtor,the assignment of creditor’s rights without notice has no effect on the debtor.Upon receipt of the notice,the debtor shall pay off the goods to the assignee in accordance with the contents specified in the notice,but shall enjoy the right of defense and set-off arising from the underlying contract.If the debtor expressly waives such rights,it shall not have the right to defend against the factoring.For a third party,the assignment of creditor’s rights is related to the ownership of the rights of multiple concessions.Based on the principle of creditor equality,it is reasonable to adopt the "registration priority mode".Due to the commercial nature of factoring,the parties should be given the right to solve the conflict of rights while the "registration priority mode".The fourth part,"Accounts receivable transfer notice under multiple concessions".The "registration priority mode of external effectiveness" of multiple factoring may lead to the "dual-track system" of legal creditor’s rights concession and external effectiveness rules in China.Therefore,if the factoring and the transferee of the ordinary creditor compete,they shall be handled according to the mode of "first registration and sub-optimal notice" stipulated in Article 768 of the Civil Code: In multiple factoring,if registration and notice are separated,the ownership of rights shall still be handled in accordance with Article 768 of the Civil Code.However,because the notice is the condition for the assignment of the creditor’s right to take effect to the debtor,it is not improper for the debtor to pay off the debt to the assignee stated in the notice,and the creditor’s right is extinguished by performance.The fifth part,"Notice of Special Receivables Transfer".With the diversification of factoring business,dark factoring(hidden factoring)and batch factoring emerge at the right moment,and its notice is also different from the transfer and notification in ordinary factoring business.The effect of the deferred notice in dark factoring is worthy of affirmation,so the interests of the factoring are not damaged;in the recourse factoring contract,the notice of the repurchase is the second notice,and its effect is no different from the effect of the notice in general factoring;in batch factoring,the legal effect of the creditor status.The innovation of this paper may lie in the interpretation and improvement of the notice of receivables transfer of factoring contract from the perspective of legal interpretation,through comparison with the general debt concession and notice rules,and clarifying the legal application of the receivables transfer notice of factoring contract..The deficiency lies in the author’s lack of writing ability,the theoretical depth of research and the degree of innovation need to be further improved.