缺失的合同效力规则——论关联交易对传统民法的挑战

Shortness of Effectiveness Rules of Contract——On Challenge of Affiliated Transactions upon Traditional Civil Law

关联交易合同效力规则的缺失,是现行关联交易制度的重大缺陷之一。关联交易合同虽然发生在公司法领域,但仍应受民商法合同效力规则的规范。作为新型合同类型的关联交易合同给传统民法奉行的平等原则、自愿原则及公平原则带来了严重挑战,传统的合同效力规则及代理规则对其并不具有普遍和当然的适用性。为了实现关联交易当事人权益的民商法保护,应当充实关联交易合同的效力规则。

The shortness of effectiveness rules of unfair affiliated transaction contract is one of the most significant defects of current affiliated transactions institution. Though existing in corporate law field, affiliated transactions are bound to effectiveness rules of contracts in civil and commercial law. The principle of equality, the principle of free-will and the principle of fairness in traditional civil law are facing serious challenges from newborn affiliated transactions. Rules of contract law and agency law can not be applied to affiliated transactions universally and automatically. To protect the rights of affiliated transaction parties by civil and commercial law, effectiveness rules of affiliated transactions should be developed.