Research On The Validity Of Company's Ultra Vires Guarantee Contract

With the continuing development of society and economy,various parties in capital market have an expanding fund demand,and guarantee has become a very important measure to enhance trust for the establishment and performance of contracts.Corporation is a significant participant of market economy,and has a natural advantage as a guarantor.Therefore,as a crucial part of guarantee legal relations,corporation guarantee has a positive role in promoting the development of financing and economy.Corporation guarantee is conductive to the achievement of a contractual relationship,and further the fulfillment of contract purposes,but it also brings great risk to its business operation when the debtor fails to pay the outstanding capital and interest as the debt is due.Creditor's demand for the corporation to assume the liability instead could result in great assets impairment of the corporation.The current regulations concerning corporation guarantee were established in the Company Law revised in 2005.The advantage of corporation guarantee thereafter has been fully demonstrated,which has been accompanied by a guarantee chaos phenomenon with increasing guarantee disputes including issues regarding ultra vires of corporation acts.However,judicial judgments have rendered different reasoning concerning similar cases or similar reasoning towards opposite cases.As to corporation guarantee contract concluded out of ultra vires,it remains controversial among scholars and judicial practitioners with regard to contract validity,legal obligations of concerning parties,and contract liability,and the criteria for the above.With a full recognition of the function of corporation guarantee,and from the perspective of practical case analysis,this thesis analyzes the status quo and its perfection of the company 's ultra vires guarantee contract from the following aspects:this article starts from the analysis of judicial cases,and further discusses the current judicial practice of corporation ultra vires in guarantee,and the future position of its regulation from the following parts:Chapter one introduces the current judicial judgment attitude towards corporation guarantee contract concluded out of ultra vires with the analysis of two judicial cases.Chapter two explains the substantial impact of the relevant regulation in Company Law on the validity of guarantee contract from the aspect of legislature history.By revealing the transfer of center values and normative objectives of Company Law,this chapter specifically demonstrates the practical effect of the act on the judgment of guarantee contracts.Chapter three explores the core interests of contract parties,further discusses the corresponding rights and obligations of each,then analyzes the external effects and corresponding outcomes of guarantee clauses in the Company Law,and finally concludes the main elements of the guarantor's obligations for judgment considerations.Chapter fouris talking about the perfection and referee's thinking of ultra vires guarantee contract from the perspective of itsunique value,based on the particular values of corporation guarantee,specifies the internal governance issues of corporations and suggests appropriate judgment positions under such circumstances.