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the depts. Legal exceptions are reserved with respect to this matter
”
under TCCArt. 125/2, the ultra vires principle was abandoned for trad-
ing companies. The exception specified in the article is Art. 371/2 TCC
with respect to joint stock companies. As per said article, joint stock
companies are bound by the transactions concluded between their
authorized persons and third parties for issues other than the compa-
ny’s principle field of operation, where the third parties are acting in
good faith.
Consent of Spouse
Pursuant to TLOArt. 584, written consent of the spouse is required
in order for a real person to be a surety. However, as stated in the arti-
cle, if there is not a separation decision given by the court or unless the
statutory right of living separately has arisen, such consent is a condi-
tion for validity.
If the creditor of the main obligation is the spouse of the surety,
consent of the spouse is no longer a condition for validity. Consent of
the spouse is not necessary regarding the amendments to the surety
agreement made in favor of the surety.
General (Brief) Information on Bill Guarantee
A bill guarantee is a document used to secure a debt, arising from
a negotiable instrument of law. Form requirements with respect to bill
guarantees are specified under TCC Art.701. Pursuant to said article, a
bill guarantee shall be written on a bill of exchange or allonge in order
to be valid. The writing shall state “for bill guarantee” or a corre-
sponding expression shall be used and the signature of the person pro-
viding the bill guarantee is required.
Since a bill guarantee is a security institution peculiar to negotiable
instruments of law regulated under the TCC, it cannot be seen as a
surety agreement specified under the TLO. Besides, there are special
provisions that separate bill guarantees from surety. First of all, surety
provides an ancillary security whereas a bill guarantee is independent
and has principal character. Moreover, in contrast to a surety, a bill
guarantee annotation must be written on a bill of exchange, bond or
allonge.
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NEWSLETTER 2014