Study On The Assignment Of Accounts Receivable Under Factoring Contracts

As the only new type of well-known contract in the Civil Code,factoring contracts fulfill the historic mission of rule construction in the form of provisions,which is conducive to improving trade financial instruments,promoting the development of the factoring industry and the optimization of the business environment.After dismantling the specifications of the special chapter on factoring contracts,it is found that the transfer of accounts receivable is the entry point for exploring the core issues.On the one hand,the rules are intertwined with the special norms of factoring transactions and the general norms of debt assignment,aiming to respond to and connect the macro structure of the debt law system.On the other hand,the value of rules aims to solve the difficult problems highlighted in judicial practice,such as legislative deficiencies,lagging supporting facilities and application dilemmas.Therefore,based on the current normative system of factoring contracts,in view of the practical difficulties applicable to the transfer of accounts receivable,adhere to the autonomy of the intention of creditor transfer,optimize the reengineering of rules,adjust rights conflicts,and realize the rebirth of factoring contracts in the context of the deep market economy.In addition to the introduction and conclusion,this article is divided into the following four parts:The first part introduces the basic theory of accounts receivable assignment in factoring contracts: that is,the basic structure of factoring contracts,analyzes the legal relationship behind factoring contracts from three aspects: subject,object and content,and clarifies that accounts receivable assignment is the basis and core of factoring contracts;Then clarify the scope of the receivables assignment;Finally,the categories and legal nature of receivables assignment are clarified,which paves the way for the analysis of the application dilemma of the existing receivables assignment specification later.The second part introduces the application dilemma of the assignment of receivables in factoring contracts: based on the current legal framework,analyze the problems arising in the actual factoring transaction of the assignment of receivables: the scope of the assignment of receivables is not clarified,the standard of "knowing" of the factor is vague,the registration system related to the assignment of receivables is not perfect,the requirements for the notification rules for the assignment of receivables are incomplete,the conflict between the recourse and the claim when the factor realizes the receivables right,and the dilemma of the application of the liability for the transfer of false receivables.And drill down into why these problems occur.The third part introduces the extraterritorial experience of the transfer of receivables in factoring contracts: it mainly summarizes the provisions of extraterritorial legislation on the transfer of receivables in factoring contracts,takes the different provisions of common law and civil law systems as the starting point,analyzes the specific provisions of German,Japanese,French,British,American and international factoring on factoring transactions,draws on relatively mature legislative rules,and improves China’s accounts receivable transfer registration system and registration system,as well as the applicable rules in case of conflict of rights.The fourth part introduces the path optimization of accounts receivable transfer in factoring contracts: mainly some suggestions and views on how to solve existing problems.The first is to clarify what conditions should be met for future receivables transfer,and the second is to establish the judgment standard that the factor "knows".Then,improve the registration system for the transfer of accounts receivable,reshape the standard structure of the requirements for "notification" of accounts receivable,and clarify the content and form of the transfer notice.Then,the rules for the realization of rights by factors are improved,and the joint claim rule is introduced through guiding cases or judicial interpretations,and the creditor and the debtor bear no real joint and several liability.Finally,it is clarified that the assignment of false receivables is effective for factoring contracts and the liability of the debtor.