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China Merchants Bank Dalian Donggang Sub-branch v. Dalian Zebon Fluorocarbon Paint Co.

招商银行股份有限公司大连东港支行与大连振邦氟涂料股份有限公司借款合同纠纷案

A leading unauthorized company-guarantee case on whether a bank could rely on a legal representative's signature despite Company Law limits on external guarantees.

Open source

Use It For

Use this case to test how far counterparties must investigate internal approval before relying on a legal representative’s act in an external guarantee transaction.

Teaching Notes

The case is a useful bridge between the older Company Law Article 16 debate, the Jiu Min Minutes, and the later Contract Book Interpretation approach to ultra vires representation.