Research On The Legal Regulation Of The Legal Representative’s Ultra Vires Guarantee From The Perspective Of Civil And Commercial Integration

The behavior of the legal representative’s ultra vires guarantee is common in the socialist market economy environment.Since the revision of the "Company Law of the People’s Republic of China" in 2005,the legal theory and practice circles have debated endlessly on the nature of the behavior and the path of judgment.Then,in 2019,the "Minutes of the National Court Civil and Commercial Judgment Work Conference" was published,and the "representative authority theory" system was used to respond to the dispute over the application of the legal representative’s ultra vires guarantee in judicial trials,and effectively resolved the judgment of the attribute determination in Article 16 of the Company Law.problem.However,this response has introduced the debate on the issue of the legal representative’s ultra vires guarantee into a new field,that is,whether it is appropriate to directly cite the provisions of the "Contracts of the Civil Code of the People’s Republic of China" for regulation,and whether it is appropriate to apply civil legal norms to the settlement of commercial guarantee issues by analogy.Whether it is in line with legal logic,and whether it is appropriate for the relative person to determine the rule in good faith with commercial law from the perspective of civil law,etc.From the appearance,these contradictions are the result of the conflict between contract law and company law,but behind them lies a fierce collision between the concept of the integration of civil and commercial and the separation of civil and commercial.Although the "Civil Code of the People’s Republic of China" and the "Interpretation of the Supreme People’s Court on the Application of the Guarantee System of the Civil Code of the People’s Republic of China" have been promulgated successively,the same cases which have different judgments still occur from time to time.For this reason,this paper,through the in-depth analysis of three typical cases and the inductive analysis of some common cases,interprets the court’s judgment thinking and legal regulation path from different perspectives of civil law and commercial law,and combines the current legislative status of the legal representative’s ultra vires security issue.Conduct research and consider the logical self-consistency and conflict of rights of the laws and regulations related to the legal representative’s ultra vires guarantee under the legal system of civil and commercial integration.The first part of the text,from the perspectives of the integration of civil and commercial and the separation of civil and commercial,through the analysis of the source of rights,the scope of rights and the formation mechanism of meaning,and the internal value concept,analyse the concept of the legal representative’s ultra vires guarantee,for the analysis of The legal representative’s ultra vires guarantee adjudication idea lays a theoretical foundation.The second part aims at summarizing the focus of the dispute.After penetrating analysis of the judgment paths of three typical cases of the legal representative’s ultra vires guarantee,it concludes that in the legal representative’s ultra-authority guarantee cases,the existing legal representative’s ultra-authority guarantee behaviors are not uniformly identified.the absence of legal person liability and the ambiguous scope of liability for the fault of the counterparty.In the third part,the specific content of the current legal representative’s ultra vires guarantee legal regulation is corresponding to the judgment results of some cases one by one,and the logic of using the contract law to solve the judicial problem of the legal representative’s ultra vires guarantee is analyzed.Conflict of legal principles,and carefully study the inclination of civil and commercial value choices behind legal provisions and judicial practice.The fourth part,from the perspective of the integration of civil and commercial,studies and judges the practical dilemma of the legal representative’s ultra vires guarantee legal regulation,including theoretical theory,value orientation,connection of laws and regulations,and the counterpart’s review obligation;Special law,the rationality of solving the problem under the discourse system of civil law;and trying to put forward suggestions for improving the application of the law.