Clear replacement
The agreement must show that the old obligation ends and only the new one remains.
Ancillary rights change
Security and sanctions generally end unless preserved by agreement or law.
Substance prevails
A new document does not guarantee a new debt date or safer priority.
Novation or another arrangement
| Structure | Effect | Key indicator |
|---|---|---|
| Novation | Old obligation is replaced | New subject or basis and clear termination intent |
| Amendment | The same obligation continues | Only term, amount or performance order changes |
| Accord and satisfaction | Obligation ends upon alternative performance | Termination depends on actual transfer |
| Debt acknowledgment | Existing debt is confirmed | No new subject or basis |
Civil Code Article 414 requires an agreement replacing the obligation. Supreme Court Plenum Resolution No. 6 explains that changing amount or timing alone is insufficient. Where novation and accord are disputed, the agreement’s substance and termination moment control.
Review workflow
Reconstruct the original debt
Prove the contract, performance, amount and original accrual date.
Read the replacement agreement
Identify clear termination intent, the new subject or basis and effective conditions.
Review security
Determine whether pledge, suretyship, penalties and other ancillary rights were preserved.
Measure bankruptcy impact
Compare amount, maturity, priority and security before and after the transaction.
Documents
- original contract and performance evidence;
- novation agreement and correspondence;
- debt calculations before and after replacement;
- pledge, surety and other security documents;
- accounting records and reconciliations;
- bankruptcy orders and publications.
FAQ
Is extending maturity a novation?
Not by itself; without a new subject or basis it is normally an amendment.
Does security survive?
Ancillary obligations generally end unless the agreement or law preserves them.
Does a late novation create a current claim?
Not automatically; origin and economic substance matter beyond the new document date.
Can novation be avoided?
Yes under ordinary or bankruptcy-specific grounds, including creditor harm or preference.
Official sources
- Civil Code Article 414
- Supreme Court Plenum Resolution No. 6
- Bankruptcy Law
- Supreme Commercial Court Plenum Resolution No. 63
Related guides: set-off, security deposits and creditor-register filing.
Need to determine how novation affects a claim?
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