On the morning of December 13, 2002, Dr. Lutz Kniprath from the Law School of the University of Cologne, Germany, at the invitation of Professor Huang Jin from the Institute of International Law, gave a lecture on "Guarantee of Corporate Sale Contract - in the Context of the Recently Reformed German Debt Law System" for master and doctoral students in the Institute of International Law of Wuhan University at the 213 multimedia classroom of Teaching Building Five of Second Campus of Wuhan University. The lecture was presided over by Associate Professor Song Lianbin of the Institute of International Law. Professor Xiao Yongping. Professor Guo Yujun and Teacher Du Zhihua attended the lecture. Dr. Lutz Kniprath is currently a lawyer at Freshfields Law Firm in the UK. He first pointed out the problems in the German debt law regarding the guarantee provisions of the corporate sales contract from the perspective of theory and practice. Then he introduced the reform of the German debt law in 2002 and the revision of the guarantee clause of the corporate sales contract, and then focused on the analysis and explanation of the provisions of Article 444 of the German Civil Code, and finally pointed out the solutions adopted in the practice of German law.

Dr. Lutz Kniprath vividly explained the relevant legal issues to everyone through multimedia. When talking about the shortcomings of the German debt law, Dr. Lutz Kniprath listed the provisions of Articles 6, 13 (the two have been abolished) and Article 444 of the German Civil Code before the reform, and pointed out its existing legal issues. When talking about the issue of the reform of the German debt law in 2002, Dr. Lutz Kniprath pointed out from the background of the revision of the Civil Code that the direct cause of the partial change of the debt law was the three directives of the EU law, namely, consumer goods trading and consumer goods guarantee order in 1999 and e-commerce directives in 2000and anti-deferral payment instructions in commercial transactions. Therefore, it is necessary to revise the relevant provisions on issues such as statute of limitations, basic framework for performance, sales contracts and agreement for work. Since the provisions in the Consumer Goods Purchase and Consumer Goods Guarantee Directive must be translated into German domestic law by December 31, 2001, the German government and the legislature also took the opportunity to fully review and revise the debt law portion of the German Civil Code. . The focus of this reform is also on sales contracts, consumer protection, statute of limitations, and guarantees. In the old Civil Code, defect guarantees are separated from defective performance, and the new Civil Code will unify the former to the latter under the framework. At the same time, this reform will unify a number of separate regulations to the Civil Code, such as the "Consumer Credit Act", "Remote Sales Law", "Home Sales Practices Withdrawl Law" and "General Terms and Conditions Law." In the subsequent question about the role of corporate sales contract guarantees, Dr. Lutz Kniprath compared the two frameworks of the defect guarantees (including quality and rights) and pointed out some special legal issues in the business contract. In the definition of quality, the new Civil Code adopts the subjective concept that has been universally recognized. What is different from the past is that under certain conditions, the buyer can expect the nature based on the public expression of the seller or the manufacturer to be considered as the nature of goods in law, and the improper operation of the fitted or defective assembly instructions are also considered quality defects. Concerning defects on the right, a third person can not claim any rights to the buyer, or inherited only from claiming rights to a buyer from sales contract, the sale thereof as claimed in defects does not exist. In the sale of rights, the provisions on the sale and purchase of goods can be applied to the sale of rights or other subject matter, and the seller shall afford the cost of setting up rights and the transfer of rights. When selling the right, because of the right the seller is entitled to possess something, the seller is obliged to deliver the goods to the buyer and to ensure that there are no quality defects and rights. According to the provisions of Article 444 of the German Civil Code (exemption of liability), if the seller maliciously conceals or guarantees the quality of the goods, it shall not claim that there is an agreement to exclude or restrict the rights of the buyer. In interpreting the article, Dr. Lutz Kniprath mentioned that whether the guarantees in this article apply to independent guarantees? There are three different views on this. The first view is that Article 444 applies to independent guarantees due to the wording of "guarantee the quality of things" in the law, and no one in the legislative process has proposed the opposite point of view, the result is in any case of independent guarantee, excluding or limiting the buyers’ claim and rights are invalid.

The second view is contrary to the opinion above. It is considered that Article 444 does not apply to independent guarantees. The "quality guarantee" in this article comes from the "quality assurance" in the old civil code. It is not an independent guarantee. The result is that in the case of an independent guarantee. Any exclusion or limitation of the rights of the buyer is valid. Thus the problem resulting from it is that if an independent guarantee is of the quality of the object, should the warranty for this quality be applied to Article 444 of the Civil Code? This issue has not been resolved. The third view is that Article 444 applies to an independent guarantee, but it should be interpreted in a strict sense. The reason is that if the seller makes a guarantee which is considered that he (the seller) is within the scope of the guarantee already made, if the agreement on quality is not very strict, then the meaning of the independent guarantee is clearly stated. It does not necessarily lead to unlimited liability. The result will be the exclusion or limitation of the rights of the buyer in the independent guarantee. Finally, Dr. Lutz Kniprath specifically talked about how to deal with these problems in legal practice. Since the German High Court has no Regarding the case of Article 444 of the German Civil Code, how can we avoid this uncertainty when signing a contract? Dr. Lutz Kniprath believes that because the article is mandatory, the application or choice of Article 444 cannot be ruled out. And we cannot choose the old civil code before the reform as the applicable law or the foreign law which does not contain the provisions of Article 444. If a foreign law is not sufficiently linked to the contract, the foreign law cannot be chosen to exclude the application of this article. The parties may take the following measures, such as guaranteeing the quality of the object through an independent guarantee agreement or excluding all Claims based on independent guarantees. If the parties agree in the contract, the basis of the contract is Article 444, and the court considers that the restrictions on the guarantor's liability under Article 444 are invalid, according to the German Civil Code No.313 Article, which has become the basis of the contract, the parties has undergone major changes after the conclusion of the contract, and if the parties foresee such changes, they will not enter into this contract or will enter into other contracts... then the original contract can be adjusted based on the new situation. Afterwards, Dr. Lutz Kniprath also answered questions which the students are concerned with. At noon, Professor Huang Jin and Professor Yu Minyou hosted a banquet and then received and gave a gift from and to Dr. Lutz Kniprath and his wife at the Mountain Villa (Organizor: Wang Chengzhi )