Even having the seal of an entity affixed to it and expressly specifying the type and amount of the secured claims as well as mortgaged properties, a resolution of shareholders’ meeting is, in terms of legal nature, an internal decision within the entity instead of a written offer or a contractual document, which is the vehicle of a mortgage intention usually issued in the name of an entity to specific subjects; such resolution fails to satisfy the legal provision on the form of a mortgage contract; a bank is a specialized financial institution and should know its duty of due care. Therefore, the possession of a resolution of shareholders’ meeting alone does not suffice to determine that the mortgage relationship has been effectively established.

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Chongqing Branch of Hengfeng Bank Co., Ltd. v. Chongqing Hengdun Industrial Co., Ltd., Hunan Mutual Development Real Estate Co., Ltd., et al.

  • Hongtao Ge,
  • Jing Liu

摘要

Even having the seal of an entity affixed to it and expressly specifying the type and amount of the secured claims as well as mortgaged properties, a resolution of shareholders’ meeting is, in terms of legal nature, an internal decision within the entity instead of a written offer or a contractual document, which is the vehicle of a mortgage intention usually issued in the name of an entity to specific subjects; such resolution fails to satisfy the legal provision on the form of a mortgage contract; a bank is a specialized financial institution and should know its duty of due care. Therefore, the possession of a resolution of shareholders’ meeting alone does not suffice to determine that the mortgage relationship has been effectively established.