The Determination Of Goodwill Of The Counterpart In The Delegation Of Authority

The representative behavior of the legal representative usually includes the guaranty behavior of the legal representative,the investment behavior of the legal representative,and the disposal of the company’s property behavior,etc.The representative behavior of the legal representative usually involves the determination of the bona fide counterpart.Generally speaking,the representative act of the legal representative exceeding his authority is only valid for the goodwill counterpart.However,in theory and practice,we have not formed a clear standard for the goodwill determination of the counterpart,which leads to confusion.The determination of the counterpart’s goodwill is a key link in the determination of the effect of the act of the representative beyond his authority.Only by clarifying the determination standard of the counterpart’s goodwill,can the phenomenon of different judgments of the same case be reduced in the judicial judgment,the interests of the company and the counterpart be equally protected,and the transaction security be maintained.This paper mainly uses the typified thinking and the method of case study to demonstrate the problem to be studied in order to get a reliable conclusion.The determination of the counterpart’s goodwill needs to be considered by a variety of factors,and the relationship between goodwill and fault should be clarified.It is necessary to clarify the application of externalism in the determination of bona fide counterparts.In the judgment,the court should undertake the duty of care to distinguish between general civil subjects and commercial subjects,while the counterpart should undertake the duty of care to distinguish between the internal and external nature of the resolution and the general and major issues of the company.Need to define the scope of review obligation of the other party in good faith with the standard,the obligation of the other party to review the scope includes the company’s articles of association,resolution,the identity of the company’s legal representative or trade official seal of the contract review,review obligation standard is mainly form due to the difference of review content,should use the typed thinking,concrete determination;It is necessary to optimize the distribution of the burden of proof in the determination of the counterpart’s goodwill in the judicial judgment continuously.The opposite side of good faith is malice,when opposite is artificial malice,also should not deny the effectiveness of representative action beyond authority completely,should apply the relevant provision of unauthorized agency.