Study on the Issue of Excluding Enforcement by the Rights of Actual Actors

Borrowing-name actions involve the rights and interests of various parties, including the name borrower, the name provider whose name is borrowed, the counterparty that signs a contract with the name provider, and the creditor of the name provider. Enforcement is also a complex area where substantive law and procedural law intertwine, and related disputes frequently occur in practice. It is crucial to clarify the legal relationships among various parties and determining the degree of excluding enforcement of the rights of nominal holders, based on fundamental elements such as the recognition, legal effectiveness, and effectiveness of the act. The dispute and resolution regarding rights attribution constitute a critical preliminary issue in determining whether enforcement can be excluded. The identification of the genuine rights holder should be based on multiple factors, with clarification of the subject involved in the name-borrowing arrangement according to the expressed intentions of relevant parties to ascertain whether the rights ultimately vest with the name borrower or the name provider. Reference may be made to rules governing name-borrowing registrations, distinguishing between pure name-borrowing registration and registration after executing sales contracts under another's name, so as to determine whether the property right is first acquired by the name provider before indirect transfer or whether the name borrower qualifies as the direct transactional subject, thereby clarifying ultimate rights attribution. For specific analysis of enforcement exclusion, a dynamic systems approach should be introduced to comprehensively evaluate the relative weight of relevant factors. If rights are determined to vest with the name provider, the name borrower only holds a creditor's right and cannot exclude enforcement in principle, unless exceptional protection is granted when "priority rights" arise under specific conditions. If rights are determined to vest with the name borrower, the name borrower may exclude enforcement in principle; however, due to lack of registration formalities, bona fide third-party interests may require protection under specific circumstances.