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Question 1

What are the elements of an assignment?

Answer 1

• was it effective?
• are there limitations on the assignor’s right to assign?
• has it been revoked?
• what are the priorities of competing assignees?
• what are the rights of the parties after an assignment?
• possible problems?

Question 2

When you ask if an assignment was effective, what are you actually asking?

Answer 2

If it succeeded in transferring the rights of the original party to the third-party

Question 3

Does an assignment need to be writing and does it need consideration?

Answer 3

No to both

Question 4

What two elements have to be met to determine if an assignment is effective?

Answer 4

• assignor must adequately describe the rights being transferred clearly enough to let the obligor know what performance should be given to be assignee
• assignor must show intent to presently vest the rights in the assignee

Question 5

Does wording matter for an assignment?

Answer 5

No, it can say assign, convey, or sell

Question 6

Is it possible to presently assign a right that will be performed later?

Answer 6

Yes, but you have to give it to the assignee right then, because a promise to assign in the future isn’t a present transfer of rights
- UCC article 9: you can assign future rights if a financial statement describing the assignment is properly filed

Question 7

If there is a contractual provision that prohibits assignments, what are the different views about that?

Answer 7

• CL: valid but not favored, so courts usually construe them as promises not to assign the contract that destroys the right but not the power to make an assignment. Obligor will have an action for breach, but the assignment will be valid and unless it caused special injury, the obligor can only get nominal damages.
• R2: enforceable, but strong rules of construction against these
• UCC: not enforceable (can’t prohibit assignments)

Question 8

What is the difference between the right to assign and the power to assign?

Answer 8

• right: according to the rules of contract
• power: according to the law

Assignments are effective unless BOTH the right and the power to assign are restricted (“any attempted assignment is void”).

Question 9

The UCC says that all rights of both buyer and seller can be assigned, and it even allows assignment of the right to what?

Answer 9

Damages from breach even if there was an express provision forbidding it (although there must be a writing to enforce any assignment for a value of more than $5000).

Question 10

Assignments can’t increase the burden of what?

Answer 10

Performance on the obligor

Question 11

What kind of contract cannot be assigned?

Answer 11

Those for personal services that would materially alter the nature of the obligor’s duties (involves the personality/characteristics of the obligor so it would be unfair to require him to give the performance to a third person). Ie: painting a picture, doctor, architect. But repair or construction contracts are not personal services

Question 12

Are requirements/output contacts assignable?

Answer 12

Not usually because the assignee might have way different requirements or output than the other and that could materially change the duty owed, but the UCC requires good faith, so they are more willing to allow assignment

Question 13

Can you assign wages to be earned in the future under an existing contract of employment?

Answer 13

Yes, because they will arise under the existing contract

Question 14

Can wages be assigned as security for a loan?

Answer 14

Yes, if the debtor/employee doesn’t repay, the creditor can go directly to his employer and get the wages