国际保理业务中应收账款债权让与的法律分析

Research on Some Legal Problems in Account Receivable Rights Assignment of International Factoring

应收账款债权让与是国际保理业务法律关系的核心。对于国际保理中将来发生应收账款债权让与的效力,建议采取“折衷说”,即既需宽容对待保理中未来应收账款债权让与的效力,又非无条件地全部承认,而是在符合特定条件下确认该种债权让与的效力;对于限制转让之应收账款债权办理保理的法律后果,应区分一般民事债权让与和保理等特殊商事行为,对限制让与约定的对外效力做出不同规定。对于一般民事债权让与,该约定对于债权转让有约束力,但不得对抗善意第三方。对于保理业务,则该限制性约定绝对不得对抗受让债权的保理商,保理商仍可获得有效债权;保理业务中保理商可能就同一应收账款债权与其他受让人、质权人等当事人发生权利冲突,建议建立应收账款债权让与及质押登记制度以解决权利冲突问题。

The assignment of account receivable creditor＇s rights is the core problem among jural relations in international factoring. With a combination of relative foreign legislations with native jural environment, this paper provides respective analyses towards the typical questions in course of the assignment. The author makes an argument of taking half measures in the assignment of account receivable creditor＇s rights, which means to give a reserved acceptance and recognize the validity of such assignment under certain conditions. In addition, the author suggests that we distinguish the assignment in factoring from general assignment of creditor＇s rights by setting different rules on the external validity of assignment restriction agreement. To be specific, as for the general assignment of creditor＇s rights, the agreement is binding between two parties but invalid to a bona fide third party. While in factoring, the agreement shall by no means have effect on the factor, assignee of creditor＇s rights. Furthermore, as the factor may have right conflict with the other assignees or chargees under the same account receivable,relevant registration systems should be set up to solve the problems.