Assignment of Rights

Assignment Defined

a) A transfer of a right to receive a performance under a k b) For a transfer to be effective, owner of the right must manifest an intention to make a present transfer of an existing right

Non-Assignable Rights

a) All rights generally assignable EXCEPT when: (1) Assignment MATERIALLY ALTERS risks or obligations of other party; (2) Obligor has personal interest in rendering performance to the obligee and not a 3rd party; (3) Would violate applicable law or public policy; (4) Assignment is prohibited by the k

Rights of Assignee v. Obligor

a) Assignee gets whatever rights to the k his assignor had and takes subject to whatever defenses the obligor could have raised against the assignor

Gratuitous Assignment

a) B/w assignee and obligor: Valid against obligor who cannot claim lack of consideration as a defense b) B/w assignor and assignee: Under law of gifts, EXECUTORY GIFT is revocable but an EXECUTED GIFT is not revocable (i) Executed = intention + delivery (actual or symbolic) (i.e. revocable until delivered) c) Gratuitous assignments are revocable UNLESS: (1) obligor has already performed; (2) a tangible claim or writing is delivered to assignee; OR (3) detrimental reliance by assignee d) Gratuitous assignments may be revoked or terminated by: (1) death or bankruptcy of assignor; (2) notice of revocation by assignor; (3) taking of performance by assignor; OR (4) later assignment to another

K Provisions Invalidating Assignments

a) These provisions take away both the right to assign and the power to assign (i.e. any assignment is invalid and unenforceable)

K Provision Prohibiting Assignments

a) These provisions take away the right to assign, but not the power (i.e. an assignee can still enforce the assignment if he was unaware of the provision)

Rights of Assignee v. Assignor

a) Unless stated otherwise, one who assigns or purports to make an assignment for value impliedly warrants two things to assignee: (1) He will do nothing to defeat/impair value of assignment and has no knowledge of facts that will do so; (2) Right as assigned actually exists and is subject to no limitations or defenses

Assignment for Value

a) Valid against obligor and CANNOT be revoked by assignor