购置款超级优先权的内在根据及其化用——以对应收账款型收益的“争夺”为适例

The Justifying Ground of PMSI Super Priority and Its Further Application:The “Battle” for Receivable Proceeds as Example

解释购置款超级优先权应基于各方参与人的潜在合意,并辅之以经济视角下对竞争秩序的维护和对债务人道德风险的防范。购置款超级优先权的内在根据可以被化用到购置物收益上担保权的顺位问题。对于在先浮动应收账款担保权人与购置款超级优先权人对债务人转卖购置物后产生的应收账款的争夺,我国法下应认定在先浮动应收账款担保权人与购置款超级优先权人在该等应收账款上均享有担保权时,购置款超级优先权人的顺位优先。但在先浮动应收账款担保权人可在向债务人放款时通过指示支付的方式直接打款给购置款超级优先权人,以消灭购置款超级优先权人针对债务人的债权,进而独享应收账款上的担保权。

Neither the anti-monopoly justification nor contribution justification can explain the super priority of purchase money security interest(“PMSI”) alone. PMSI super priority can be explained on the basis of the potential consensus of the parties, supplemented by an economic perspective of improving competition between different security providers and preventing from moral hazard of the debtor. Such justification of PMSI super priority can be applied to similar situations, such as the “battle” between the prior general financer and the PMSI holder for the account receivables arising from the resale of PMSI collateral by the debtor. As for this battle under Chinese law, this article advocates that-when both the prior general financer and the PMSI holder hold security interest in such receivables-the PMSI holder shall prevail. However, the prior general financer may pay-based on the instruction by or agreement with the debtor-the new loan granted to the debtor directly to the PMSI holder, thereby extinguishing the PMSI holder’s claim against the debtor and enjoying alone the security right in the receivables.