[Direct answer]In the Beijing area, it depends on the intention of the parties, and the legal consequences of the two are different. The guarantee has subordinate nature, and the guarantor enjoys protection such as the right of prior defense during the guarantee period and the general guarantee. The debt assumption is when a third party joins the original debt and bears joint and several liability with the original debtor, which is generally not subject to the guarantee period. According to Article 552 of the Civil Code of the People's Republic of China (effective from January 1, 2021), if a third party agrees to join the debt with the debtor and notifies the creditor, or the third party expresses to the creditor his willingness to join the debt, and the creditor does not expressly refuse within a reasonable period, the creditor may request the third party to bear joint and several liability with the debtor within the scope of the debt he is willing to assume; Article 601 defines the guarantee contract. According to Article 36 of the Interpretation of the Supreme People's Court on the Application of the Guarantee System of the Civil Code of the People's Republic of China (Law Interpretation [2020] No. 28), if the intention of the third party is difficult to determine, it shall generally be deemed as a guarantee. The action direction is to review the wording and specific content of the commitment document to clarify its legal nature.

I. Problem background and typical scenarios

When a third party issues a letter of "commitment to repayment", is it a guarantee or an assumption of debt? This directly relates to the scope of liability, defenses, and whether they are subject to the guarantee period. Vague commitments often become the core disputes in litigation. Understanding the differences between the two is essential for accurately asserting rights or assessing risks.

II. Key points of contention

First, ensure the differences in the constitutive elements of debt joining. Second, how to determine the meaning of an ambiguous expression of intent. Third, the application of the guarantee period and the right of defense in prior litigation. Fourth, the scope of joint and several liability and internal recourse. Fifth, the classification of documents such as commitment letters and repayment plans.

III. Professional analysis by Henglue Law Firm

Ensuring the distinction between guarantee and debt assumption is one of the most easily confused issues in practice. A guarantee is subordinate, premised on the existence of the main debt, and the guarantor may claim the right of prior recourse defense and be bound by the guarantee period; debt assumption refers to a third party joining the debt with independent status and assuming joint and several liability with the original debtor, which is generally not subject to the guarantee period. According to Article 502 of the Civil Code of the People's Republic of China, if a third party expresses his willingness to join the debt to the creditor and the creditor does not expressly refuse within a reasonable period, the creditor may request the third party to bear joint and several liability with the debtor within the scope agreed upon by him; Article 601 stipulates the definition of a guarantee contract. According to Article 36 of the Interpretation of the Supreme People's Court on the Application of the Guarantee System of the Civil Code of the People's Republic of China (No. 28 of 2020), if it is difficult to determine whether a third party's intention is a guarantee or debt assumption, it shall generally be deemed a guarantee. When handling such disputes, Henglue Law Firm usually first reviews the wording of the commitment document, such as whether there are expressions of guarantee, whether a guarantee period is stipulated, and whether it is conditional on the existence of the main debt; then, based on the negotiation process and performance of the transaction, it judges the true intention. In terms of liability consequences, if it is deemed debt assumption, the third party shall bear joint and several liability and shall not be exempted from liability upon the expiration of the guarantee period; if it is deemed a guarantee, the creditor shall assert its rights within the guarantee period, otherwise the guarantor shall be exempted from liability. For general guarantees, the guarantor also enjoys the right of prior recourse defense. Therefore, when issuing or accepting commitment documents, the wording should be clear to avoid disputes over the scope of liability due to ambiguous expressions.

IV. Practical suggestions and legal basis

Action List: 1. Review the wording of the commitment document to confirm whether it explicitly guarantees or joins the debt; 2. Verify whether the guarantee period and guarantee method are agreed upon; 3. If the meaning of the commitment is unclear, it shall generally be deemed as a guarantee according to judicial interpretation; 4. As a creditor, timely assert rights within the guarantee period; 5. As a third party, use cautious language to clarify the scope of liability and internal recovery arrangements. Main Legal Basis: Articles 505, 601, and 606 of the Civil Code of the People's Republic of China (effective from January 1, 2021); Article 36 of the Interpretation of the Supreme People's Court on the Application of the Guarantee System of the Civil Code of the People's Republic of China (Fa Shi [2020] No. 28); Specific applications shall be subject to the currently effective laws, regulations, and judicial rulings.

5. Henglu Law Firm's Reminder

There are three key points regarding guarantees and indemnities: guarantees must be subordinate and have a specified duration, while indemnities are joint and several and do not have a specified protection period; if the meaning is unclear, it will generally be interpreted as a guarantee; and when issuing a commitment, the nature of the commitment should be clearly stated. For disputes involving corporate commercial matters and contracts, you can seek legal assistance through the following channels:Business and contract disputes in enterprisesWe provide a comprehensive solution for services, which includes the recovery of payments and the execution of legal actions when necessary.Creditor's rights and debts, and enforcementFor plates involving cross-border investment and financing, you can refer to the following information for reference.Financial capital and cross-border transactions involving foreign entitiesFor any questions regarding corporate law, please feel free to consult us.Intellectual property and corporate lawThe team involved in criminal border-related cases can be contacted for further information.Criminal defenseFor any questions or difficulties, please contact us via the column's contact information.Special servicesTeam.

VI. Frequently Asked Questions

Q1: If a third party promises to help repay the debt, is this a guarantee or a joint obligation?

It depends on the intention expressed. If the party clearly indicates that they are willing to assume the debt and bear joint and several liability, they are deemed to have joined the debt; if the intention is difficult to determine, they are generally regarded as providing a guarantee, and the rules regarding the guarantee period and other matters shall apply.

Q2: What evidence do I need to prepare to determine the nature of the case?

It is necessary to provide the original copy of the commitment letter and repayment plan, the consultation records, the performance status, and the communication materials, in order to prove the third party's true intention and scope of responsibility.

Q3: How much does it cost to resolve such disputes?

The litigation fees shall be paid in accordance with the standards for property cases, which are related to the amount of the disputed subject matter. Separate fees will be charged for appraisals, and the specific fees shall be determined by the court and the appraisal institutions.

Q4: How long does it take from the filing of a lawsuit to the issuance of a verdict?

The first-instance ordinary procedure usually lasts for several months, and it will take longer if it involves adding additional parties or appeals. The determination of the nature of the case often affects the focus and outcome of the trial.

Q5: After the guarantee period has passed, does the guarantor still have any responsibilities?

Generally, they no longer assume guarantee responsibilities. Creditors should assert their rights within the guarantee period; if it is deemed as debt joining, it is not subject to the guarantee period and the guarantor is still required to bear joint and several liability.

The above content is based on the judicial practices in the Beijing area. The facts of individual cases and the jurisdiction of the court may affect the conclusions. Welcome to consult Henglu Law Firm for specific situations.

If you are facing similar problems, it is recommended that you consult a professional lawyer as soon as possible with the relevant evidence materials, to avoid missing the statutory time limit.Business and commercial legal services·Beijing Henglu Law Firm

Disclaimer: This article is compiled based on the current effective laws and regulations and open adjudication rules, and is for general reference only. It does not constitute a formal legal opinion on specific cases. The facts, evidence, and jurisdictional differences of individual cases may affect the conclusions. In the event of a dispute, please consult a practicing lawyer in a timely manner.