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