动产浮动抵押中“正常经营买受人规则”研究——以《民法典》第404条为研究对象

Research on the “Normal Business Buyer Rule” in Floating Mortgage of Movable Property—Taking Article 404 of Civil Code as the Research Object

摘要: 《民法典》第404条确立的“正常经营买受人规则”是动产抵押领域的重要制度创新，旨在平衡抵押权人与买受人的利益冲突。该规则规定，在正常经营活动中，已支付合理价款并取得抵押动产的买受人可对抗抵押权人的追及效力，取得无负担的所有权。本文以《民法典》第404条为核心，探讨该规则的适用范围、构成要件及其扩大适用至整个动产抵押领域的正当性。研究表明，该规则通过豁免买受人的查询义务，显著提升了交易效率与安全性，同时通过物上代位性机制保障抵押权人的权益。然而，实践中仍需警惕抵押人与买受人恶意串通的风险。本文结合立法目的与司法实践，提出明确“正常经营活动”界定标准、完善交付形式认定等建议，以优化规则适用，促进动产担保制度的健康发展。

Abstract: Article 404 of Civil Code establishes the “Normal Business Buyer Rule”, which is an important institutional innovation in the field of movable property mortgage, aiming to balance the conflicts of interests between mortgagees and purchasers. This rule stipulates that in normal business activities, purchasers who have paid a reasonable price and obtained the mortgaged movable property can oppose the mortgagee’s right of pursuit and acquire an unencumbered ownership. This article takes Article 404 of Civil Code as the core and explores the scope of application, constituent elements of this rule, and the legitimacy of its expanded application to the entire field of movable property mortgage. Research shows that this rule significantly enhances transaction efficiency and security by exempting purchasers from the obligation to inquire, while safeguarding the rights of mortgagees through the mechanism of subrogation in the thing. However, in practice, the risk of collusion between mortgagors and purchasers still needs to be guarded against. This article, combining legislative purposes and judicial practice, proposes suggestions such as clarifying the definition standards of “normal business activities” and improving the determination of delivery forms to optimize the application of the rule and promote the healthy development of the movable property security system.