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Problems of acceptance normally arise only when the assignor intends the assignment as a gift.Then, for the assignment to be irrevocable, either the assignee must manifest his acceptance or the assignor must notify the assignee in writing of the assignment.
Now, if Dealer assigns the contract to Assignee, Assignee stands in Dealer’s shoes, and Buyer could likewise deduct the $250 from payment to Assignee.
The “shoe rule” does not apply to two types of assignments.
Assignments are an important part of business financing, such as factoring.
A To effect an assignment, the assignor must make known his intention to transfer the rights to the third person.
When an assignment has the effect of materially changing the duties that the obligor must perform, it is ineffective.
Changing the party to whom the obligor must make a payment is not a material change of duty that will defeat an assignment, since that, of course, is the purpose behind most assignments.
An obligor who could avoid the assignor’s attempt to enforce the rights could avoid a similar attempt by the assignee.
Likewise, under UCC Section 9-318(1), the assignee of an account is subject to all terms of the contract between the debtor and the creditor-assignor.
Also, the waiver clause in the contract must have been presented in good faith, and if the assignee has actual notice of a defense that the buyer or lessee could raise, then the waiver is ineffective.
Moreover, in consumer transactions, the UCC’s rule is subject to state laws that protect consumers (people buying things used primarily for personal, family, or household purposes), and many states, by statute or court decision, have made waivers of defenses ineffective in such .