Present Assignment: intent, present subject matter (future rights in future contracts potentially assignable in equity), no writing required, partial assignments are ok.
Presumption of free assignability. Clauses prohibiting assignment of "the contract" interpreted to restrict only delegation of duties. Clauses prohibiting/restricting assignment: not effective to prevent innocent assignee for value from asserting claim against obligor. Obligor has claim against assignor for breach of covenant not to assign. If there is a condition subsequent, terminating the contract upon attempted assignment, illicit assignment is void. Assignee has claim against assignor under implied warranty contained in every assignment for consideration.
Implied Warranty: The assignor warrants his right and power to assign and will do nothing to interfere with assignee's quiet enjoyment.
Exceptions to free assignability:
K's not freely assignable if
1. materially vary the contract duties of the obligor (personal services contracts, requirement/output k's)
2. alter the risk (insurance k's, progress payments used to finance continued construction)
Revocation:
Oral gratuitous assignments can be revoked by notice or act of subsequent, conflicting assignment. (exception: estoppel if detrimental reliance by assignee).
Delivered writing evidencing gratuitous assignment=completed gift=irrevocable.
Priority Among Conflicting Assignees
oral gratuitous assignee: no priority
irrevocable gratuitous assignee: lowest priority
multiple assignees for value: first in time/first to give notice to obligor or get judgment against him or performance/novation from him.
Breach by Obligor
Assignee stands in shoes of obligee/assignor. (Except for negotiable instruments.)
Counterclaims AND setoffs are viable against assignee: setoffs only if they had accrued before effective date of the assignment (which is date assignee gives notice of his status to obligor).
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