[Case Summary]This case involves a dispute over a civil loan guarantee contract. In November 2021, Company A signed three loan contracts with Company B, lending a total of 15 million yuan, 5 million yuan, and 5 million yuan. Liu Huqin served as a guarantor and signed all three contracts. However, Company B failed to repay the loans on time, and Company A sued Company B in January 2025, demanding repayment of 25 million yuan and interest, as well as requiring Liu Huqin to bear joint and several liability. Liu Huqin subsequently appointed Beijing Henglu Law Firm to represent her in the legal proceedings.Yang YafangLawyer representation. The lawyer argued that Liu Huqin was only a general guarantor, the guarantee period had expired, and the supplementary agreement had not been agreed to by her. The court accepted the opinion and ruled to dismiss all of A Company's claims against Liu Huqin, exempting her from the guarantee obligation. The core disputes include: the guarantee method, the guarantee period, and the determination of exemption from liability. Applicable legal provisions: Articles 687, 692, 693, and 695 of the Civil Code of the People's Republic of China.

I. Review of the case facts

When serving as a guarantor, people are most concerned about issues such as "how can a general guarantor be exempt from liability" and "do they still need to bear responsibility after the guarantee period has passed". In November 2021, A Enterprise Information Consulting Co., Ltd. and Beijing B Asset Management Co., Ltd. signed three loan contracts successively, lending 15 million yuan, 5 million yuan, and 5 million yuan with a one-year term and an annual interest rate of 15%. Liu Huqin signed the three contracts as a guarantor and promised to bear responsibility. When the loans matured, B Company failed to repay them. In December 2024, A Company signed a supplementary guarantee agreement with B Company's shareholders, Liu Lei and Liu Peng, raising the interest rate to 18% and pledging their equity as collateral.

Due to the fact that Company B has never repaid the loan, Company A filed a lawsuit in January 2025, demanding that Company B repay the principal of 25 million yuan and the interest, and that Liu Huqin bear joint and several liability and be given priority in the repayment of the pledged equity. Liu Huqin entrusted Beijing Henglu Law Firm to handle the case.Yang YafangThe lawyer argued that he was a general guarantor and that the guarantee period had expired, so he was exempt from liability according to the law.

II. The focus of the case

  • Focus 1: Is Liu Huqin's guarantee method a general guarantee or a guarantee of joint and several liability?According to Article 9.5 of the contract, "if the debtor is unable to perform his obligations, the guarantor shall assume the guarantee liability", the focus is on determining the general guarantee.
  • Focus 2: Has the guarantee period expired yet?The maturity dates of the three loans are November 21, 23, and 25, 2022. If there is no agreed guarantee period, the guarantee period will expire six months after the maturity date, that is, on May 25, 2023. The focus is on whether the plaintiff's lawsuit in January 2025 has exceeded the statute of limitations.
  • Focus Three: Does the supplementary agreement affect the original guarantee period without the guarantor's consent?In December 2024, the interest rate period of the Supplementary Guarantee Agreement was changed without the consent of Liu Huqin, and the focus was on the validity of the original guarantee period.

III. The professional intervention of Hengluo Law Firm

The plaintiff (creditor) claimed that:Company A claims that the loan relationship has been established, and demands that Company B repay 25 million yuan and interest. Liu Huqin shall bear joint and several guarantee liability, and Company A shall be given priority in recovering the pledged equity from Liu Peng.

The defendant's (guarantor's) position:Liu Huqin argued that she was a general guarantor, that the guarantee period had expired, that the plaintiff had not sued during the guarantee period, and that the supplementary agreement had not been approved by her, claiming that the guarantee liability was exempted.

Legal Opinion from Hengluo Law Firm:Yang YafangThe lawyer put forward three core opinions: First, according to Article 687 of the Civil Code, the contract stipulates that "the guarantor shall bear responsibility when the debtor is unable to perform the obligation" as a general guarantee; Second, according to Article 692, if no guarantee period is stipulated, the guarantee period shall expire six months after the expiration of the principal debt, and all guarantees shall expire no later than May 25, 2023. The plaintiff's lawsuit in January 2025 is obviously out of time and has not been sued or arbitrated within the guarantee period, and the defendant shall be exempt from liability according to Article 693; Third, according to Article 695, the amendment of the main contract in December 2024 without Liu Huqin's written consent does not affect the validity of the original guarantee period and is not effective against her.

IV. Outcome of the case

The court accepted it.Yang YafangAccording to the lawyer's opinion, it is determined that Liu Huijin's guarantee method is a general guarantee; the guarantee period expired on May 25, 2023; and the plaintiff did not initiate litigation or arbitration within the guarantee period, so the guarantee liability has been exempted. The final judgment dismissed all of A Company's claims against Liu Huijin, and Liu Huijin does not need to assume any guarantee liability.

5. Henglu Law Firm's Advice

As a guarantor, you must fully understand your rights and obligations and keep evidence. This case is handled by Beijing Hengluo Law Firm.Yang YafangAttorney (Practice License No.: 11101202211531374, subject to the document issued by the judicial administrative organ): Agent. Note: If the mode of guarantee is not stipulated, it shall be deemed as general guarantee; the general guarantor has the right of prior litigation defense, and the creditor must exercise his rights against the debtor through litigation or arbitration within the guarantee period, otherwise the guarantee will be extinguished; if the main contract is amended without the consent of the guarantor, it shall not affect the original guarantee period.

VI. Common Questions and Answers about Guarantee Liability Disputes

  1. Q: How can a general guarantor avoid being held liable?
    A:If the guarantee period expires and the creditor fails to sue or arbitrate against the debtor during the guarantee period, the general guarantor shall be exempt from liability according to law, and this is the case in this instance.
  2. Q: If the guarantee period has passed, can the creditor still come after me?
    A:No. If the guarantee period is not specified, the guarantee obligation will be extinguished six months after the expiration of the main debt, and the guarantor will lose the right to claim the guarantee liability if the claim is not made within the time limit.
  3. Q: If the main contract is amended without my consent, am I still liable for it?
    A:No worries. According to Article 695 of the Civil Code, if the principal contract is modified without the written consent of the guarantor, it will not affect the original guarantee period.
  4. Q: Wasn't it specified in the guarantee agreement whether the guarantee is joint and several or ordinary?
    A:According to the general guarantee. The law clearly stipulates that if there is no agreement or the agreement is unclear, the guarantor shall bear the guarantee liability in accordance with the general guarantee.
  5. Q: How should I defend myself if I'm sued for guarantee liability?
    A:Verify the guarantee mode, the guarantee period, and the time when the creditor asserts his rights. Collect contracts and evidence of delivery. For overdue cases, defend against liability exemption in accordance with Article 693 of the Civil Code.