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Assignment (law)
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== Remedies == [[Legal remedy|Legal remedies]] may be available if the non-assigning party's rights are affected by the assignment. ===Revocability=== Assignments made for consideration are irrevocable, meaning that the assignor permanently gives up the legal right to take back the assignment once it has been made. Donative assignments, on the other hand, are generally revocable, either by the assignor giving notice to the assignee, taking performance directly from the obligor, or making a subsequent assignment of the same right to another. There are some exceptions to the revocability of a donative assignment: #The assignment can not be revoked if the obligor has already performed #The assignment can not be revoked if the assignee has received a ''token chose'' (''chose'' being derived from the [[French language|French]] word for "thing", as in a chose of action) - a physical object that signifies a right to collect, such as a stock certificate or the passbook to a savings account. #The assignment can not be revoked if the assignor has set forth in writing the assignment of a ''simple chose'' - a contract right embodied in any form of token. #[[Estoppel]] can prevent the revocation of a donative assignment if the assignee changed their position in reliance on the assignment. ===Breach and defenses=== A cause of action for [[breach of contract|breach]] on the part of the obligor lies with the assignee, who will hold the exclusive right to commence a cause of action for any failure to perform or defective performance. At this stage, because the assignee "stands in the shoes" of the assignor, the obligor can raise any defense to the contract that the obligor could have raised against the assignor. Furthermore, the obligor can raise against the assignee counterclaims and setoffs that the obligor had against the assignor. For example, suppose that A makes a contract to paint B's house in exchange for $500. A then assigns the right to receive the $500 to C, to pay off a debt owed to C. However, A does such a careless job painting the house that B has to pay another painter $400 to correct A's work. If C sues B to collect the debt, B can raise his counterclaim for the expenses caused by the poor paint job, and can reduce the amount owed to C by that $400, leaving only $100 to be collected. When the assignor makes the assignment, he makes with it an [[implied warranty]] that the right to assign was not subject to defenses. If the contract had a provision that made the assignment ineffective, the assignee could sue the assignor for breach of this implied warranty. Similarly, the assignee could also sue under this theory if the assignor wrongfully revoked the assignment. ===Successive assignments=== {{also|interpleader}} Occasionally, an unscrupulous assignor will assign exactly the same rights to multiple parties (usually for some consideration). In that case, the rights of the assignee depend on the revocability of the assignment, and on the timing of the assignments relative to certain other actions. In a quirk left over from the common law, if the assignment was donative, the ''last assignee'' is the true owner of the rights. However, if the assignment was for consideration, the ''first assignee'' to actually ''collect against the assigned contract'' is the true owner of the rights. Under the modern ''American rule'', now followed in most U.S. jurisdictions, the first assignor with equity (i.e. the first to have paid for the assignment) will have the strongest claim, while remaining assignees may have other remedies. In some countries, the rights of the respective assignees are determined by an old common law rule known as "the [[rule in Dearle v Hall|rule in ''Dearle v Hall'']]". # Earlier donative assignees for whom the assignment was revocable (because it had not been made irrevocable by any of the means listed above) have no cause of action whatsoever. # Earlier donative assignees for whom the assignment was made irrevocable can bring an action for the [[tort]] of [[conversion (law)|conversion]], because the assignment was technically their property when it was given to a later assignee. # Later assignees for consideration have a cause of action for breaches of the implied warranty discussed above. If an assignee of a chose in action fails to provide a notice to the debtor, then a subsequent assignee with [[good faith]] who does provide notice acquires a superior right against the former assignee.<ref>H. S. Mann Corp. v. Moody, 144 Cal. App. 2d 310 ([[California Courts of Appeal#Second District|California Courts of Appeal, Second District]], 1956), referred to in US Legal.com, [https://assignments.uslegal.com/equities-and-priorities-multiple-assignments/generally-between-successive-assignees/ Generally: Between Successive Assignees], accessed 29 June 2023</ref>
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