Research On The Effectiveness Of A Company’s Ultra Vires Guarantee From The Perspective Of Relative Party’s Review Obligation

The issue of the effectiveness of guarantee contracts entered into by a company’s legal representative who exceeds their authority is a contentious topic in theoretical discourse.The inconsistent standards for determining effectiveness in judicial practice have resulted in different verdicts in similar cases,thereby raising concerns about the determination of the effectiveness of ultra vires guarantee.To address this issue,Article18 of the "the Minutes of the National Courts’ Civil and Commercial Trial Work Conference" and Article 7 of the "Interpretation of the Supreme People’s Court of the Application of the Relevant Guarantee System of the Civil Code of the People’s Republic of China" respectively propose the "the obligations of formal examination " and "the obligations of reasonable review" and emphasize the close relationship between contract effectiveness and examination obligations.The fulfillment of the other party’s examination obligation has emerged as a critical determinant of the effectiveness of ultra vires guarantee contracts.The determination of the effectiveness of ultra vires guarantee contracts should be predicated upon the confirmation of the relative party’s performance of examination obligations,thereby highlighting the salience of such obligations in guiding the assessment of the contract’s effectiveness.In order to formulate precise rules for determining the effectiveness of ultra vires guarantee contracts,it is imperative to ascertain the fulfillment of the examination obligation of the relative party,validate the legality of the judgment pertaining to unauthorized representation,analyze the nature of the legal representative’s unauthorized guarantee behavior,and clarify the specific rules for determining the effectiveness of such contracts.During the process of constructing particularized judgment rules,it is imperative to ascertain the standards and contents of the relative party’s examination obligation,develop a dynamic examination system,clarify the burden of proof and result liability of all parties,and ultimately specify the contractual effectiveness.Exploring new perspectives on the determination of the effectiveness of ultra vires guarantee contracts from the perspective of the relative party’s examination obligation is a new path for solving current practical problems in company law.