This title provides you with all the guidance you need on the law governing the voluntary assignment of things in action. It covers the nature of assignment, equitable assignments, restrictions, priorities, liabilities, conflict of law and more. The commentary is clear and concise and follows the approach of titles such as Chitty on Contracts – enabling you to find a statement of law and, for each issue or topic, the authority that supports it.
- Defines assignment before outlining and giving examples of choses in action, detailing the requirements for assignment and looking at the relationship of assignment and other transactions.
- Examines the law of assignment under section 136 of the Law of Property Act 1925.
- Goes through equitable assignment and agreements to assign, covering both an equitable assignment of an equitable chose and of a legal chose.
- Deals with restrictions on assignment and covers contractual terms forbidding assignment, prohibition by statute or public policy and personal contracts and covenants.
- Discusses the position of creditors, trustees in bankruptcy and personal representatives of the assignor and the liquidator of an assignor company.
- Analyses the problems associated with priorities including those between competing assignees, competing holders of interests in shares and an assignee and a chargee under a charge created by a company.
- Considers special priority rules and variation of priorities.
- Establishes defences available to the obligor under assignments subject to equities, including defences that impeach the existence or enforceability of the chose in action assigned, set-off, and right of retainer.
- Reviews available financing devices, factoring, block discounts and securitisation.
- Looks at situations where there is assignment of obligations or liabilities.
The fifth edition has been comprehensively updated throughout to ensure you have the latest guidance at your fingertips. Key changes include new discussions on whether a contract reflects a single chose in action or a bundle of choses and an examination of the distinctions between an intention to assign and contractual intention. It also addresses whether the debtor or obligor has a right to sight the assignment.
Other new features of this edition include:
- Additional new commentary on the redaction of documents relied on in court; the effects of backdating an assignment; the doctrine of relation on the assignee’s interest before the chose is assigned; whether termination of a contract affects a non-assignment clause; and priority between beneficiary under a trust and assignee of the trustee.
- Expanded commentary on relief by way of interpleader; agreements to assign an existing chose in the future; form of writing for equitable assignments of equitable choses; prohibitions on assignment; marshalling; abatement; and equitable set-off.
- Updated with new UK case law including: Promontoria (Oak) Ltd v Emanuel [2021] EWCA Civ 1682, [2022] 1 WLR 2004; Hudson v Hathway [2022] EWCA Civ 1648, [2023] K.B. 345; Farrar (Deceased) v Miller [2021] EWHC 1950 (Ch); Farrar v Miller [2022] EWCA Civ 295; Re Smith [2021] EWHC 1272 (Comm); LA Micro Group (UK) Ltd v LA Micro Group Inc [2023] EWCA Civ 214, [2024] Ch. 1; Phoenix Group Foundation v Harbour Fund II LP [2023] EWCA Civ 36; Dassault Aviation SA v Mitsui Sumitomo Insurance Co Ltd [2024] EWCA Civ 5; and Energy Works (Hull) Ltd v MW High Tech Projects UK Ltd [2022] EWHC 3275 (TCC), 206 Con. L.R. 40
- Relevant cases from other jurisdictions including: Re O'Hara-Tucker [2022] VSC 572 (Australia); Billabong Gold Pty Ltd v Vango Mining Ltd (No. 2) [2023] WASCA 58 (Australia); Winland Finance Ltd v Gain Hero Finance Ltd [2022] HKCFA 3 (Hong Kong); and Gravitas International Associates Pte Ltd v Invictus Group Pte Ltd [2022] SGHC 2 (Singapore).
Positioned within contract law, this new work deals with the assignment of things in action – debts, contractual rights. It deals only with voluntary assignment and not compulsory assignment as with bankruptcy or liquidation.
This book is intended for the practitioner who has a problem, issue or case involving the voluntary assignment of things in action, either in giving advice or preparing litigation. Following the approach of titles such as Chitty on Contracts, this work enables the practitioner to find a statement of the law and then (if necessary) the authority that supports it.
- Provides a thorough statement of the law of voluntary assignment including, for each issue or topic, the authority that supports it
- Goes through the nature of assignment, commencing with a definition of assignment, before outlining and giving examples of choses in action; detailing the requirements for assignment; and looking at the relationship of assignment and other transactions
- Examines the law of assignments under section 136 of the Law of Property Act 1925, explaining its effect and requirements, and including the assignment of an equitable chose under section 136
- Goes through equitable assignment and agreements to assign, covering both an equitable assignment of an equitable chose and of a legal chose
- Deals with restrictions on assignment, covering contractual terms forbidding assignment, prohibition by statute or public policy, and personal contracts and covenants
- Covers the position of creditors, trustees in bankruptcy and personal representatives of the assignor, and the liquidator of an assignor company
- Analyses the problems associated with priorities, including those between competing assignees, competing holders of interests in shares, and an assignee and a chargee under a charge created by a company
- Considers special priority rules and variation of priorities
- Establishes defences available to the obligor under assignments subject to equities, including defences that impeach the existence or enforceability of the chose in action assigned, set-off, and right of retainer
- Reviews available financing devices involving assignment, with coverage of financing of receivables, factoring, block discounts, and securitisation
- Looks at situations where there is assignment of obligations or liabilities
- Addresses conflict of laws, centring on the law applicable to contractual obligations under Article 14 “the Rome I Regulation”, as well as Transactions outside Article 14
- Covers key case law, including analysis of the rule in Dearle v Hall (1828) on priorities between competing assignees; Linden Gardens Trust Ltd v Lenesta Sludge Disposals Ltd (1994) on prohibition of assignment; Pan Ocean Shipping Co Ltd v Credit Corp Ltd (1994) on position of the assignee; Raiffeeisen Zentralbank Osterreich AG v Five Star General Trading LLC (2001) as indicative of the correct interpretation of Article 14 of Regulation (EU) 593/2008 ("the Rome I Regulation")
- Written in the Common Law Library style to enable the practitioner to find a statement of the law then (if necessary) go to the authority that supports it.
- Eminent author who is a former General Editor of Chitty on Contracts and Benjamin’s Sale of Goods
Commercial & Business Law