| Different from the traditional factoring business,bill-backed factoring is a factoring legal relationship superimposed on a bill legal relationship.This not only makes it convenient for the factoring companies to realize the closed-loop financing,but also for the small and medium-sized enterprises which hold a large number of commercial acceptance bills from the core enterprises downstream of the supply chain.Factoring companies generally have the following three operational models when developing bill-backed factoring practice: direct bill factoring,a business model in which a debtor issues or endorses an assignment of an instrument to a creditor and a creditor assigns an account receivable to a factoring company later;a business model,which differs from the previous model in that the two behaviors are in different order.At present,the judicial practice for the former two viewpoints and attitudes are relatively clear.As for the latter,the matter is still very controversial.The "Duanxin Factoring Co.,Ltd v.Fu Nuolin Co.,Ltd Contract Dispute" selected in this paper as a typical case analysis is mainly based on the following two reasons:one isthat the case is simple,the legal relationship is clear.The business model adopted by Duanxin Factoring Co.,Ltd is the typical business model discussed in this paper.And the other is that the court of first instance and the court of second instance have different opinions on the legal issues of this business.To a certain extent,this can represent the views of a considerable part of the courts.I probably introduce my ideas from the following four aspects:The first chapter is a brief introduction to the contract dispute case of Duanxin factoring Co.,Ltd v.Fu Nuolin Co.,Ltd.The first section is a review of the main facts of the case.The second section summarizes and explains the focus of the case.This paper focuses on the validity of such business contracts,which is the two controversial points pointed out by the court: whether the factoring relationship is established or not and the nature of the act of endorsing negotiable instruments.The second chapter is about the analysis of the legal norms of the validity of such business contracts.The first part introduces the legal basis of factoring,especially the basis for confirming the validity of factoring contract.The second section is a detailed analysis of the three factors that affect the validity of factoring contract: the qualification of factoring company,the eligible accounts receivable and the service provided by factoring.The third chapter analyzes the effectiveness of such business contracts from the perspective of academic principles.This type of business is special in that the accounts receivable have been settled by a commercial acceptance bill.In order to facilitate the distinction between the two types of accounts receivable involved in this kind of business,I used the expression of "cause claim" and "bill claim" respectively when writing the paper.The first section,"Analysis of the Qualification of the Factoring object",mainly demonstrates the eligibility of the factoring target by analyzing the influence of the bill claim on the cause claim.Although the cause claim still exists,due to the influence of its negotiability the bill claim,it cannot eventually become a qualified factoring object.At the same time,the paper analyzes whether bill receivables can become qualified object,and then demonstrates whether the factoring relationship is established or not.On the basis of the analysis in the first section,the second section analyzes the validity of the contract through analyzing the actual purpose of the parties,analyzing the real relationship between the rights and obligations of the parties.The fourth chapter is the suggestion to solve the problem of the validity of the contract of bill before factoring,which is divided into two sections.Section 1 proposes to redefine the scope of accounts receivable and improve the legislative level of the concept by introducing the origin of the concept of accounts receivable in the field of commercial factoring and the problems existing in the definition,as well as the foreign provisions.While including such financial innovations,the second section proposes to strengthen the obligation of factoring companies to check the authenticity of transaction background from the following three aspects:enhance the qualification of examination subjects,strengthen the background examination of transactions,and clarify the responsibility for breach of examination obligations. |
