| Based on the practical needs of optimizing the business environment and the trend of functionalist legislation,article 416 of the civil code has added a purchase money security interest system based on the reference to mature legislative precedents in comparative law and the practical demands of our country’s chattel secured transactions.It presents the characteristics of the combination of functionalism and formalism in the field of chattel secured transactions.In terms of conceptual definition,the purchase money security interest includes the typical purchase money mortgage in article 416 of the civil code and the title retention and financial lease transactions in atypical guarantees such as article 57 of the interpretation of the Guarantee System of the civil code.After "functionalize" the ownership,the purchase money security interest rules should be applied to the title retention and financial lease transactions,but the transaction forms of sale-purchase and sale-leaseback are excluded.In the establishment of the purchase money security interest,the object of the guarantee must be the purchase of chattel,and it must be inherently consistent with the secured creditor’s right.Credit providers such as sellers,lessors,and lenders register within ten days after the delivery of the subject matter to obtain the super-priority effect of "after registration,first effect",its occurrence is determined by the time of registration and is not retroactive.The justification of this priority effect is closely related to the floating security that is restricted earlier.but it does not mean that the prior security right only includes floating security of chattel,but also various kinds of fixed security.At the same time,priority effect is not an absolute priority,it can only have priority over other security rights created by the same debtor in the same collateral,with the exception of liens.When applied in coordination with the relevant systems of the civil code,the super-priority effect of the purchase money security interest shall not be against a buyer in normal business activities,but a malicious buyer who meets certain conditions will exceptionally be subject to the purchase money security interest rules.When attachments occur between chattels,the effect of the purchase money security interest shall be recognized and shall extend to the attachments,but the ownership of the attached property shall be distinguished.As for the validity of restrictive clauses.whether it has adversarial effect can be determined according to the publicity of restrictive clauses and the subjective good faith of the subsequent purchase money security interest holder.For competition between purchase money security interests,the general order of precedence rule for first-to-register security interests in article 414 of the civil code may apply;when the purchase money security interest competes with other security interests,articles 414,415 and 416 of the civil code shall be applied and determined according to the time of registration or delivery,without regard to the subjective good faith of the secured party.For different forms of cross-guarantee,the"dual-status rule" can be applied,but it should be limited to the original purchase money of claims.The provisions of the civil code and judicial interpretations are still abbreviated,and no type of chattel collateral has been introduced,and there is also ambiguity in the determination and validity of the grace period.With the increasing diversification of chattel types,the scope of collateral types should be appropriately expanded,special chattel such as intangible property should be included in the object of the purchase money security interest,and strict public notification obligations and automatic notification system should be established according to different chattels such as inventory and consumer goods.It should be clarified that the time of ten-day grace period shall be counted from the date of delivery in the sense of transferring the ownership of the subject matter,and the standard of delivery shall be the external standard of an objective third party;the delivery method shall be limited to actual delivery or simple delivery. |
