金融法律辅导：美国财产法(9)

关于Bona Fide Purchasers（善意购买人）,先来看两个例子:

1. You bought a used casebook in a Campus Bookstore for $5.00.

Next week in a class, a student sitting behind you told you

that the book belongs to her. About a month ago, she said, she

left the book in the library and when she returned the book

had disappeared.

Do you have to return the book？

2. Mr. Owen, a resident in Illinois, owned a Porsche

911. The car was stolen on April 10, 1999 from the garage of

his office by someone （unidentified）。 The vehicle was insured

by Illinois Insurance Co., and it paid Owen $33,000 on its Auto

Insurance Policy. Boyer bought a new car in June. In August

10, the car came into the hands of Davis Motors, a used car

dealer in Detroit, through a person who identified himself as

Owen （purchase price was $30, 000）。 On June 10 in 2000, Dr.

Boyer, purchased the car for $35, 000 from Davis Motors.　In

December 2000, the police seized the car as a stolen property

which was eventually returned to Boyer. March 15, 2001, Illinois

Insurance filed a law suit against Boyer claiming the car belongs

to the company. Is Boyer entitled to the car？ Is the conclusion

same if the law suit was brought on April 15, 2001？

传统的普通法（common law）规则认为"没有人可以转让不属于他所有的商品",然而,,该原则已被众多的例外弄得千疮百孔,除了盗窃物等少数情形,其他所有的情形都有例外,从而最终确立了善意购买人原则（Bona

Fide Purchasers）:不知标的物的权利瑕疵并且为之付出了对价（consideration）,善意购买人对于所购财产享有对抗一切先在物主的所有权（A

bona fide purchaser is one who does not know of the seller's

wrong doing but has a good faith belief that the seller has

title, and in addition pays valuable consideration.）。《美国统一商法典》第2403条后段的规定即体现了这一原则:"……具有可撤销的所有权的人有权向按价购货的善意第三人转让所有权。当货物是以买卖交易的形式交付时,购货人有权取得其所有权。"依该条规定,只要购买人出于善意,即不知卖方有诈,以为卖方是对货物具有完全所有权的购买人,则不论卖方的货物从何而来,即便卖方是偷来的,善意买受人也可以即时取得所有权。1979年《英国货物买卖法》的规定:如果货物是在公开市场上购买的,根据市场惯例,只要买方是善意的,没有注意到卖方的权利瑕疵,就可以获得货物完全的权利。也体现了对善意购买人原则的确认。

参与英文资料:

美国统一商法典关于善意购买人（Bona Fide Purchasers）的详细规定:

Uniform Commercial Code Article 2 Sales

§ 2-403. Power to Transfer； Good Faith Purchase of Goods； "Entrusting".

（1） A purchaser of goods acquires all title which his transferor

had or had power to transfer except that a purchaser of a limited

interest acquires rights only to the extent of the interest

purchased. A person with voidable title has power to transfer

a good title to a good faith purchaser for value. When goods

have been delivered under a transaction of purchase the purchaser

has such power even though

（a） the transferor was deceived as to the identity of the purchaser,

or

（b） the delivery was in exchange for a check which is later

dishonored, or

（c） it was agreed that the transaction was to be a "cash

sale", or

（d） the delivery was procured through fraud punishable as larcenous

under the criminal law.

（2） Any entrusting of possession of goods to a merchant who

deals in goods of that kind gives him power to transfer all

rights of the entruster to a buyer in ordinary course of business.

（3） "Entrusting" includes any delivery and any acquiescence

in retention of possession regardless of any condition expressed

between the parties to the delivery or acquiescence and regardless

of whether the procurement of the entrusting or the possessor's

disposition of the goods have been such as to be larcenous under

the criminal law.

[Note: If a state adopts the repealer of Article 6-Bulk Transfers

（Alternative A）, subsec. （4） should read as follows:]

（4） The rights of other purchasers of goods and of lien creditors

are governed by the Articles on Secured Transactions （Article

9） and Documents of Title （Article 7）。

[Note: If a state adopts Revised Article 6-Bulk Sales （Alternative

B）, subsec. （4） should read as follows:]

（4） The rights of other purchasers of goods and of lien creditors

are governed by the Articles on Secured Transactions （Article

9）, Bulk Sales （Article 6） and Documents of Title （Article 7）。