Chapter 4Rights of Third Parties
Section § 9401
This law section explains that whether a debtor can transfer their rights in their collateral (something they own but have used to secure a loan) is typically decided by other laws, not this particular one. However, even if there's an agreement between the debtor and the lender that says the debtor can't transfer their rights or that doing so would be a default, the transfer can still happen. Essentially, the agreement can't stop the transfer from being valid.
Section § 9402
This law states that if you have a security interest or lien on some property, or if you give someone permission to use it, you're not automatically responsible for what that person does or fails to do with the property, in both contract and tort situations.
Section § 9403
This section outlines when an agreement between a debtor and a creditor can prevent the debtor from using certain claims or defenses against someone else, called an assignee, who has taken over the creditor's rights. For the agreement to be valid against the assignee, the transfer must be made with value, in good faith, and without the assignee knowing about any pre-existing claims or defenses. However, this doesn't apply to certain defenses that could be used against a holder of a negotiable instrument. In consumer transactions, if a record incorrectly omits that an assignee's rights are subject to claims against the original obligee, the debtor can still use those claims. There are exceptions for personal, family, or household debts, and other laws can change these rules.
Section § 9404
This law explains that if someone owes money (an account debtor) and their debt is reassigned to someone else (the assignee), the debtor can still use any defenses or claims they had against the original lender unless they agreed not to. This includes issues with the original contract or claims that existed before they knew about the reassignment. However, these claims can typically only be used to lower the amount they owe. There are special rules if the debtor incurred the debt for personal or family reasons, which might limit how much of these claims can affect the new lender. This section does not cover assignments related to healthcare insurance debts.
Section § 9405
If someone changes or replaces a contract that's already been assigned to another party (the assignee), it's considered effective if it's done in good faith. The new or modified contract also gives the assignee the rights from the updated agreement. The original assignment might say changing or replacing the contract is a breach by the person who assigned it. This rule mostly applies if the payment rights under the contract aren't fully earned yet, or if they are earned but the person who owes money (account debtor) doesn't know about the change. Exceptions are made for personal debts and health care insurance receivables, which follow different rules.
Section § 9406
This section outlines the rules for when an account debtor (the person who owes money on an account, chattel paper, or payment intangible) can discharge their obligation by paying the original creditor, called the assignor, or must pay a new creditor, called the assignee, after being notified of an assignment. Once the debtor receives proper notification that an account has been assigned, they must pay the assignee. Notification is deemed ineffective if it doesn't clearly identify the rights assigned or conflicts with prior agreements. The law also specifies exceptions for when certain rules don't apply, like when the debtor is an individual using the obligation for personal purposes, or for certain legal or governmental constraints. Rules barring assignments are generally ineffective unless they cause significant legal issues like defaults or breaches.
Section § 9407
This law discusses when certain terms in a lease agreement are not effective. Generally, a lease cannot prevent or require consent for transferring rights or creating security interests related to the lease. However, if those actions involve unauthorized transfers or delegations of performance duties, some lease terms may still apply. Creating a security interest doesn't necessarily change the lessee's situation unless it significantly affects the lease's responsibilities.
Section § 9408
This law is about the rules for transferring or assigning financial interests like promissory notes, health care insurance receivables, and other general intangibles. It generally says that terms in a contract that try to block the transfer or create a security interest (which means using something as collateral for a loan) are usually ineffective. There are exceptions, like in cases involving sales under certain conditions or special types of claims like injury compensation. Essentially, if a contract or rule tries to stop you from securing interest and it goes against these principles, those provisions won't hold up. However, this doesn't apply to things like ownership interests in certain businesses or when injury compensation claims are involved.
Section § 9409
This section explains that certain rules or conditions in a letter of credit, or in related laws and customs, can't stop or limit someone from assigning or using a letter-of-credit right as security. If these rules would hurt creating or keeping a security interest in the credit, they're not valid. Even if a letter of credit's term is ineffective due to this law, it doesn't affect the obligations or enforcement on involved parties, like issuers or applicants.