債權多重轉讓的概念與規則——《合同編通則解釋》第50條規定的價值與完善

The Concept and Application of Rules on Multiple Assignments of Claims—Interpretation and Improvement of the Provisions of Article 50 of the Judicial Interpretation of the General Principles of the Contract Codification

債權多重轉讓是債權人將同一債權重複轉讓給兩個以上受讓人的行為。《民法典》沒有規定債權多重轉讓的概念及一般規則，只在“保理合同”一章第768條規定了應收賬款債權的多重轉讓規則。借鑒這一規定，《合同編通則解釋》第50條規定了債權多重轉讓的一般規則；確認了通知在先效力優先的規則；規定了在債權多重轉讓中債務人對不同受讓人履行行為效力的規則；規定了如何判斷通知在先的認定規則。對沒有規定的其他債權多重轉讓規則，如登記在先與通知在先衝突、數個通知同時到達或者到達時間不明、通知在先的受讓人破產、被轉讓債權的瑕疵擔保、與債權讓與擔保競合等，還應當進一步完善。

Multiple assignments of claims is the act of a creditor assigning the same claim to more than two subjects. Traditional civil law recognizes the rule of multiple assignments of claims, so this is not a new issue in debt law. In our long-standing planned economy, the rule of law on contracts was not sound, so there was no possibility of applying such a rule of the law of obligations. When the 1999 Contract Law was enacted, multiple assignments of claims were not correctly judged, and thus were not provided for in the Law. During the period of reform and opening-up, China's market economy has been continuously improved. In particular, the divestment of non-performing assets by state-owned banks has created a large number of disputes over multiple assignments of claims, and similar situations have occurred from time to time in other economic fields, making the regulation of multiple assignments of claims inevitable. At the time of the codification of the Civil Code, the draft provided for a rule on multiple assignments of claims, but the rule was ultimately set forth in article 768 of the chapter on '' Factoring Contracts'' as a rule on multiple assignments of claims on receivables. Article 50 of the Interpretation of the General Principles of the Contracts Code establishes a general rule on multiple assignments of claims, drawing on the provisions of article 768 of the Civil Code. With respect to the internal effects of multiple assignments of claims, the priority of notification model is adopted, recognizing the priority rule of the prior effect of notification. With respect to the external effects of the assignment of claims, the protection of the debtor is strengthened by determining that the agreement on the assignment of claims that reaches the debtor first is effective against the debtor, and that the performance of the assignee with the first notification is valid performance. It also protects the rights and interests of assignees with prior notification and relieves the losses of other assignees who accept performance without acquiring a claim. It also provides rules on the effectiveness of performance by the debtor to different assignees and on how to determine the precedence of notification. As this rule is issue-oriented, mainly focusing on the consequences of performance by the debtor of multiple assignments of claims to different assignees and explaining how to determine ''prior notification'', it highlights the needs of judicial operation but creates the problem that the general rule on multiple assignments of claims is incomplete and not systematized. The rules that need to be further improved are: (i) where there is a conflict between registration and notification, consideration may be given to protecting the interests of the transferee whose registration is first, invalidating the debtor's performance, requiring performance to be made to the transferee whose registration is first and claiming restitution of unjustified enrichment against the transferee who accepts the performance; (ii) if several notices arrive at the same time or at an unspecified time, performance by the debtor to any one of the assignees is effective in satisfaction for the protection of the debtor and in accordance with the debtor's own judgement; (iii) if the prior assignee is notified of the insolvency, the claim acquired by it becomes property of the insolvency estate and the debt performed by the debtor should enter the insolvency estate of the assignee without the possibility of a subsequent assignee being subordinated; (iv) in order to safeguard the assignee's access to the benefit of the claim, the assignor is liable to the assignee under the contract for the assignment of the claim for a defective security when the assigned claim does not exist, decreases in value or is claimed by a third party.