Abstract:
The generally accepted registration priority rule and notification priority rule effectively resolve situations where a debtor’s intentional incorrect performance prevents the first-notified assignee from prioritizing creditor’s rights realization. However, these rules fail to address scenarios where a debtor’s unintentional incorrect performance in good faith leads to multiple assignees being unable to fairly realize their creditor’s rights. Therefore, the assignment priority rule should be amended and incorporated into Article 768 of the
Civil Code of PRC (
CCPRC), supported by the supplementary explanations in Article 50 of
Judicial Interpretation of Contracts Chapter in
CCPRC. This would establish a clear relationship of principles and exceptions. Specifically, it can be revised to provide absolute protection for bona fide debtors, allowing them to exit the creditor-debtor relationship after performance. Meanwhile, it can also offer relative protection for the party receiving performance (for example, the first assignee without counteracting the assignee who is first registered or notified). Following the chronological order of creditor’s rights assignment, a dynamic systems theory should be adopted to comprehensively protect the legitimate rights of bona fide debtors and the party receiving performance. Additionally, the degree and circumstances of the subjective good faith circumstances of the party receiving performance should be considered when the liability allocation between the assignor and the party receiving performance are determined.