Analysis Of Wang Sued The Manager Of Shouguang Guangwei Company’s Ultraviolet Guarantee Dispute Case

The determination of the validity of the company’s legal representative,directors and executives and other ultra vires guarantees has always been a topic of discussion in the academic and practical circles.Many scholars take Article 16 of the Company Law as the core,and analyze the problem from the nature of the law.The legal nature of Article 16 determines the effectiveness of ultra vires guarantees.This analysis path does not take into account that the company’s ultra vires guarantee is a comprehensive legal act that spans corporate management and external transactions in civil law.Wang sued the Manager of Shouguang Guangwei Company’s Unauthorized Guarantee Dispute Case is a typical case with such problems.By summarizing and analyzing the disputes in this case,that is,the validity of the ultra vires guarantee contract,the obligation of the counterparty to review,and how to determine the counterparty’s liability for damages when the guarantee contract is invalid.First of all,the company’s legal representative,executives and other ultra vires guarantees are comprehensive acts that take into account commercial guarantees and civil guarantees.Article 16 of the Company Law does not define the norms of the company’s external guarantee behavior,but regulates the company’s internal resolutions.Therefore,it is not possible to determine the validity of the ultra vires guarantee contract only according to the provisions of Article 16;the fact of the ultra vires guarantee must be confirmed according to Article 16,and then it is determined whether the ultra vires guarantee contract is effective against the company based on the good faith of the counterparty.Secondly,from the comprehensive consideration of the framework of my country’s legal system and the interests of all parties involved in commercial transactions,it is reasonable and feasible for the counterparty to undertake the obligation of formal examination.The performance of the formal review obligation requires review of the company’s articles of association,the resolution of the shareholders’ meeting or the board of directors agreeing to guarantee,and the counterparty only needs to conduct a formal review,and does not need to verify the authenticity of the content of the resolution.Finally,as a commercial guarantee,the company’s ultra vires guarantee should follow the principle of fault and divide responsibilities according to their respective degrees of fault,so as to effectively solve the problem of interest distribution and responsibility assumption of each subject.In the case of ultra vires guarantee,without the company’s ratification,the counterparty Loss of profit claims liability for negligence in contracting;if the act of ultra vires guarantee constitutes a duty tort,the company must bear the tort liability to the bona fide counterpart based on the specific status of the employer;if the company is aware of the act of ultra vires guarantee and does not stop it,it can be determined that the company is responsible for the opposite party.If a person is at fault for the damage,both parties shall be liable for damages according to their respective faults.