The controversy surrounding Article 768 of the Civil Code of the People's Republic of Chi-na stems from a misinterpretation of security functionalism.The functionalist approach does not treat the sale of accounts receivable as a secured transaction;rather,it relies on the notice filing system to protect the assignee of accounts receivable,without addressing the assignment of claims between natural per-sons."Other contracts with security functions"under Article 388 of the Chinese Civil Code should not be evaluated based on whether a secured claim exists,but instead on whether the contract serves a financing function.A fundamental distinction exists between a true sale of accounts receivable and secured transac-tions,and the uniform application of the first-to-file principle is only justified in cases of priority con-flicts.When the assignor's property is seized or the assignor enters bankruptcy,the scope of the assignor's bankruptcy estate must be determined in accordance with the distinct legal frameworks gover-ning sales and secured transactions,respectively.The notice filing system not only establishes priority when the assignor has the authority to transfer,but also grants the assignor the statutory power to trans-fer in cases of unauthorized disposition.Regarding conflicts arising from multiple assignments of receiva-bles,the first-to-file-or-perfect rule implies that the assignee who first files the claim will ultimately ac-quire full rights to the receivables,while unfiled assignees will lose their claims when faced with conflict-ing filed claims.
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