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  • Part 13: Part 13: Transfer of Rights and Obligations

    • Article 116 - Assignment of rights

      Assignment of a right means the transfer by agreement from one Person (the "Assignor") to another Person (the "Assignee"), including transfer by way of security, of the Assignor's right to payment of a monetary sum or other performance from an Obligor.

    • Article 117 - Assignability of non-monetary rights

      A right to non-monetary performance may be assigned only if the assignment does not render the obligation significantly more burdensome.

    • Article 118 - Partial assignment

      (1) A right to the payment of a monetary sum may be assigned partially.
      (2) A right to other performance may be assigned partially only if it is divisible, and the assignment does not render the obligation significantly more burdensome.

    • Article 119 - Future rights

      Only existing rights may be assigned. A purported assignment of a future right which does not yet exist shall operate as an agreement to assign the right when it arises.

    • Article 120 - Rights assigned without individual specification

      A number of rights may be assigned without individual specification, provided such rights can be identified as rights to which the assignment relates at the time of the assignment or when they come into existence.

    • Article 121 - Agreement between assignor and assignee sufficient

      (1) A right is assigned by mere agreement for the assignment of rights between the Assignor and the Assignee, without notice to the Obligor.
      (2) The consent of the Obligor is not required unless the obligation in the circumstances is of an essentially personal character.

    • Article 122 - Obligor's additional costs

      The Obligor has a right to be compensated by the Assignor or the Assignee for any additional costs caused by the assignment.

    • Article 123 - Non-assignment clauses

      (1) The assignment of a right to the payment of a monetary sum is effective notwithstanding an agreement between the Assignor and the Obligor limiting or prohibiting such an assignment. However, the Assignor may be liable to the Obligor for breach of contract.
      (2) The assignment of a right to other performance is ineffective if it is contrary to an agreement between the Assignor and the Obligor limiting or prohibiting the assignment.
      (3) Nevertheless, the assignment is effective if the Assignee, at the time of the assignment, neither knew nor ought to have known of the agreement. The Assignor may then be liable to the Obligor for breach of contract.

    • Article 124 - Notice to the Obligor

      (1) Until the Obligor receives a notice of the assignment from either the Assignor or the Assignee, he is discharged by paying or rendering performance to the Assignor.
      (2) After the Obligor receives such a notice, he is discharged only by paying or rendering performance to the Assignee.

    • Article 125 - Successive assignments

      If the same right has been assigned by the same Assignor to two or more successive Assignees, the Obligor is discharged by paying according to the order in which the notices were received.

    • Article 126 - Adequate proof of assignment

      (1) If notice of the assignment is given by the Assignee, the Obligor may request the Assignee to provide within a reasonable time adequate proof that the assignment has been made.
      (2) Until adequate proof is provided, the Obligor may withhold payment.
      (3) Unless adequate proof is provided, notice is not effective.
      (4) Adequate proof includes, but is not limited to, any writing emanating from the Assignor and indicating that the assignment has taken place.

    • Article 127 - Defences and rights of set-off

      (1) The Obligor may assert against the Assignee all defences that the Obligor could assert against the Assignor.
      (2) The Obligor may exercise against the Assignee any right of set-off available to the Obligor against the Assignor up to the time notice of assignment was received.

    • Article 128 - Rights related to the right assigned

      The assignment of a right transfers to the Assignee:

      (1) all the Assignor's rights to payment or other performance under the contract in respect of the right assigned; and
      (2) all rights securing performance of the right assigned.

    • Article 129 - Undertakings of the Assignor

      The Assignor undertakes towards the Assignee, except as otherwise disclosed to the Assignee, that:

      (1) the assigned right exists at the time of the assignment, unless the right is a future right;
      (2) the Assignor is entitled to assign the right;
      (3) the right has not been previously assigned to another Assignee, and it is free from any right or claim from a third party;
      (4) the Obligor does not have any defences;
      (5) neither the Obligor nor the Assignor has given notice of set-off concerning the assigned right and will not give any such notice; and
      (6) the Assignor will reimburse the Assignee for any payment received from the Obligor before notice of the assignment was given.

    • Article 130 - Sub-contracting

      (1) Unless the parties have agreed that the Obligor may not sub-contract his obligations without the consent of the Obligee, the Obligor may contract with another Person that such Person will perform the obligation in place of the Obligor without the consent of the Obligee.
      (2) If the Obligor sub-contracts its obligation he remains liable to the Obligee for the performance of the obligation.

    • Article 131 - Novation of contracts

      Novation of a contract means an agreement between the Obligee, the original Obligor and a third party (the "New Obligor") to transfer to the New Obligor the original Obligor's rights and obligations arising out of a contract.

    • Article 132 - Discharge of the original Obligor

      Upon novation of a contract the original Obligor shall be discharged from his rights and obligations as set out in the novation agreement and the New Obligor shall assume all such rights and obligations.

    • Article 133 - Defences and rights of set-off

      (1) The New Obligor may assert against the Obligee all defences which the original Obligor could assert against the Obligee.
      (2) The New Obligor may not exercise against the Obligee any right of set-off available to the original Obligor against the Obligee.

    • Article 134 - Rights related to the obligation transferred

      (1) The Obligee may assert against the New Obligor all its rights to payment or other performance under the contract in respect of the obligation transferred.
      (2) Security granted by any Person other than the New Obligor for the performance of the obligation is discharged, unless that other Person agrees that it should continue to be available to the Obligee.
      (3) Discharge of the original Obligor also extends to any security of the original Obligor given to the Obligee for the performance of the obligation, unless the security is over an asset which is transferred as part of a transaction between the original Obligor and the New Obligor.