《民法典》正常经营买受人规则的适用研究——兼论抵押权人的权利救济路径

Study on the Application of the Normal Operation Buyer Rules in the Civil Code—Also on the Path of Rights Relief for Mortgagees

摘要: 《民法典》第404条规定了正常经营买受人规则的三项要件：经营活动正常、买受人已支付合理价款、买受人已取得动产所有权。从对买受人的保护角度看，该规则相较《民法典》第403条对善意买受人的保护范围规定更大，不需考虑动产抵押是否登记；较《民法典》第406条的规制更为具体，仅限于动产纠纷。可见，正常经营买受人规则较为重视市场交易效率。但是，适用该规则后，动产抵押权的追及效力被阻断，抵押权人可能面临着抵押物总价值减少的问题，其利益可能受到损害，可以从事先合意设定权利和明确法定债权质权对抵押权人的利益进行救济。

Abstract: Article 404 of the Civil Code stipulates three essential elements of the normal business buyer rule: normal business activities, the buyer has paid a reasonable price, and the buyer has obtained ownership of the movable property. From the perspective of protecting the buyer, this rule provides a broader scope of protection for the bona fide buyer than Article 403 of the Civil Code, without considering whether the mortgage of movable property is registered; it is more specific than the regulation in Article 406 of the Civil Code, which is limited to movable property disputes. It can be seen that the normal business buyer rule places greater emphasis on market transaction efficiency. However, after applying this rule, the reach of the mortgage right of movable property is blocked, and the mortgagee may face the problem of a reduction in the total value of the collateral, potentially harming its interests. The interests of the mortgagee can be remedied by setting rights in advance and clarifying statutory creditor’s rights and pledges afterwards.