Legal issues regarding online receivables exchange platform (Part 2)

An internet-based receivables trading platform focuses on the issuance, transfer and financing of or with receivables vouchers. If an account receivable is transferred or pledged offline at the stage of voucher issuance and/or transfer, operations of the platform can be seriously affected, and this may give rise to legal disputes. This article focuses on legal disputes that may arise out of offline transfer or pledging of receivables at the stage of voucher issuance.

As shown in the flowchart on the right page, once supplier 1 and the core enterprise have an authentic underlying contract for the supply of goods or services concluded offline, supplier 1 has an account receivable from the core enterprise under the contract. The parties then cause an agreement to be signed online, pursuant to which the voucher relating to the account receivable will be issued, which the core enterprise is liable to pay when it is due and payable.

The account receivable under the underlying contract has been transferred offline before the voucher is issued. According to the Contract Law, no transfer of a creditor’s right is effective against the debtor unless the debtor is duly notified about the transfer. If supplier 1’s offline transfer of the account receivable under the underlying contract has been duly notified to the core enterprise, the core enterprise will no longer have the obligation to pay the receivables to supplier 1 and shall not issue the voucher to supplier 1.

Zhi Hui is an equity partner at Zhong Lun Law Firm