literature Mainland China English summary

Dual Structure of Ultra Vires Representation and the Counterparty's Review Duty

越权代表的二元结构与审查义务——《合同编解释》第20条的发展与创新

Explains Article 20's distinction between statutory and agreed limits on representative power and the intermediate reasonable-review duty imposed on counterparties.

Brief English Introduction

This reading explains the two-track structure of ultra vires representation after the Contract Book Interpretation: statutory limits and agreed limits have different effects and different review expectations. Reasonable review sits between purely formal checking and full substantive investigation.

Use It For

Use it to make the counterparty’s role concrete in guarantee and authority disputes.

Teaching Notes

Ask students what documents a prudent counterparty should request before relying on a legal representative’s signature or seal.