2006 New York Code - Agreement Not To Assert Defenses Against Assignee

 
  Section 9--403. Agreement Not to Assert Defenses Against Assignee.
    (a) "Value."  In  this  section,  "value"  has the meaning provided in
  Section 3--303. In this section the meaning of "obligor" is not  limited
  to  the  meaning  given it in Section 9--102(a)(59). In this section the
  term "person entitled to enforce the instrument" means (i) the holder of
  the instrument, (ii) a nonholder in possession of the instrument who has
  the rights of a holder, or (iii) a  person  not  in  possession  of  the
  instrument who is entitled to enforce the instrument pursuant to Article
  3  of  this  chapter.  A  person may be a person entitled to enforce the
  instrument even though the person is not the owner of the instrument  or
  is in wrongful possession of the instrument.
    (b) Agreement  not  to  assert  claim  or defense. Except as otherwise
  provided in this section, an agreement between an account debtor and  an
  assignor not to assert against an assignee any claim or defense that the
  account  debtor  may  have  against  the  assignor  is enforceable by an
  assignee that takes an assignment:
         (1) for value;
         (2) in good faith;
         (3) without notice of a claim of a property or  possessory  right
             to the property assigned; and
         (4) without notice of:
             (A) a  defense  of  the  obligor  based on (i) infancy of the
                 obligor to the  extent  it  is  a  defense  to  a  simple
                 contract,   (ii)  duress,  lack  of  legal  capacity,  or
                 illegality of the transaction  which,  under  other  law,
                 nullifies the obligation of the obligor, (iii) fraud that
                 induced  the  obligor to sign the instrument with neither
                 knowledge nor reasonable  opportunity  to  learn  of  its
                 character  or  its  essential terms, or (iv) discharge of
                 the obligor in solving proceedings;
             (B) a defense of the obligor stated anywhere in Article 3  of
                 this  chapter  or  a defense of the obligor that would be
                 available  if  the  person  entitled   to   enforce   the
                 instrument  were  enforcing  a  right  to payment under a
                 simple contract; and
             (C) a claim in recoupment of the obligor against the assignor
                 if the claim arose from the transaction that gave rise to
                 the assigned obligation, but the claim of the obligor may
                 be asserted against an assignee only to reduce the amount
                 owing on the assigned obligation at the time  the  action
                 is brought.
    (c) When  subsection  (b) not applicable. An assignee takes subject to
  the defenses listed in  paragraph  (b)(4)(A),  but  is  not  subject  to
  defenses  of  the  obligor  stated  in  paragraph (b)(4)(B) or claims in
  recoupment stated in paragraph (b)(4)(C) against a person other than the
  enforcing assignee.
    (d) Omission of required  statement  in  consumer  transaction.  In  a
  consumer  transaction,  if  a  record  evidences  the  account  debtor's
  obligation, law other than this article requires that the record include
  a statement to the effect that the rights of an assignee are subject  to
  claims  or  defenses  that  the  account debtor could assert against the
  original obligee, and the record does not include such a statement:
         (1) the record has the same effect as if the record included such
             a statement; and
         (2) the account debtor  may  assert  against  an  assignee  those
             claims  and  defenses  that  would have been available if the
             record included such a statement.
    (e) Rule for individual under other law. This section  is  subject  to
  law  other  than  this article which establishes a different rule for an
  account debtor who is an individual  and  who  incurred  the  obligation
  primarily for personal, family, or household purposes.
    (f) Other   law   not  displaced.  Except  as  otherwise  provided  in
  subsection (d), this section does  not  displace  law  other  than  this
  article  which  gives effect to an agreement by an account debtor not to
  assert a claim or defense against an assignee.