保理是在基础合同之上的次级交易, 由于保理人无法影响基础合同的谈 判、缔结、履行, 保理人在行使基础债权时体现出权利的分隔性. 为了使 保理人能够放心地提供融资款, 保理人对基础债权外观的信赖利益应当得 到保护. 既往的部分司法实践中, 保理人向不真实债权的债务人主张权利 时不得不以侵权责任为请求权基础, 这是退而求其次的救济路径, 在《民法 典》施行后应退为支流. 保理人对基础债权的审查义务限于形式审查,不应 以保理人内部规范作为义务标准, 在有债务人向保理人作出债务确认的情 形下, 应免除保理人对债权原始证据的审查义务. 债权转让生效后, 有部分 从权利无法转让至保理人, 遗留在债权人处(该些权利简称为遗留权利), 一方面,债权人行使遗留权利时不应损害保理人的信赖利益, 民法典规定 基础合同当事人在协商变更合同要以正当条件为前提, 这里的正当条件应 增加对内容变更的限制, 即内容变更符合等价有偿的交易原则. 另一方面, 因债务人并非保理合同的当事人, 债权转让不应对债务人的权利造成实质 减损, 故在限制债务人权利时应以保理人值得信赖的范围为界限.
Factorer is a secondary transaction on top of the underlying contract. As the factorer cannot influence the negotiation, conclusion and performance of the underlying contract, the factorer shows the separation of rights when exercising the underlying creditor's rights. In order for the factorer to be able to provide financing at ease, the factorer's reliance interest in the appearance of the underlying claim should be protected. In the past part of judicial practice, the factorer had to take tort liability as the basis of claim right when claiming the right against the debtor of false creditor's rights, which was the next best way of relief, and should be relegated to a tributary after the implementation of the Civil Code. The obligation of the factorer to examine the underlying claims is limited to the formal examination, and the internal norms of the factorer should not be taken as the obligation standard. In the case of a debtor confirming the debt to the factorer, the factorer should be exempted from the obligation to examine the original evidence of the creditor's right. After become effective of creditor's rights transfer, some from right does not transfer to factorer, left in the creditors, on the one hand, left creditors to exercise rights should not damage the interests of the trust of factorer people, Civil Code provisions in basic contract party change in negotiation contract on the premise of proper conditions, the proper condition here should increase the limitation on the content change, That is, the content of the change in line with the equivalent paid trading principle. On the other hand, since the debtor is not a party to the factorer contract, the assignment of creditor's right shall not cause substantial derogation from the rights of the debtor, so the limitation of the rights of the debtor should be based on the scope of the trustworthiness reliance interest of the factorer.