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'sright 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
Assignorand the Assignee, without notice to the Obligor.(2) The consent of the Obligoris not required unless the obligation in the circumstances is of an essentially personal character.
Article 122 - Obligor's additional costs
Obligorhas a right to be compensated by the Assignoror the Assigneefor 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
Assignorand the Obligorlimiting or prohibiting such an assignment. However, the Assignormay be liable to the Obligorfor breach of contract.(2) The assignment of a right to other performance is ineffective if it is contrary to an agreement between the Assignorand the Obligorlimiting 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 Assignormay then be liable to the Obligorfor breach of contract.
Article 124 - Notice to the Obligor(1) Until the
Obligorreceives a notice of the assignment from either the Assignoror the Assignee, he is discharged by paying or rendering performance to the Assignor.(2) After the Obligorreceives 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
Assignorto two or more successive Assignees, the Obligoris 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 Obligormay request the Assigneeto provide within a reasonable time adequate proof that the assignment has been made.(2) Until adequate proof is provided, the Obligormay 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 Assignorand indicating that the assignment has taken place.
Article 127 - Defences and rights of set-off(1) The
Obligormay assert against the Assigneeall defences that the Obligorcould assert against the Assignor.(2) The Obligormay exercise against the Assigneeany right of set-off available to the Obligoragainst the Assignorup 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'srights 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
Assignorundertakes 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 Assignoris 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 Obligordoes not have any defences;(5) neither the Obligornor the Assignorhas given notice of set-off concerning the assigned right and will not give any such notice; and(6) the Assignorwill reimburse the Assigneefor any payment received from the Obligorbefore notice of the assignment was given.
Article 130 - Sub-contracting(1) Unless the parties have agreed that the
Obligormay not sub-contract his obligations without the consent of the Obligee, the Obligormay contract with another Personthat such Personwill perform the obligation in place of the Obligorwithout the consent of the Obligee.(2) If the Obligorsub-contracts its obligation he remains liable to the Obligeefor the performance of the obligation.
Article 131 - Novation of contracts
Novation of a contract means an agreement between the
Obligee, the original Obligorand a third party (the " New Obligor") to transfer to the New Obligorthe original Obligor'srights and obligations arising out of a contract.
Article 132 - Discharge of the original Obligor
Upon novation of a contract the original
Obligorshall be discharged from his rights and obligations as set out in the novation agreement and the New Obligorshall assume all such rights and obligations.
Article 133 - Defences and rights of set-off(1) The
New Obligormay assert against the Obligeeall defences which the original Obligorcould assert against the Obligee.(2) The New Obligormay not exercise against the Obligeeany right of set-off available to the original Obligoragainst the Obligee.
Article 134 - Rights related to the obligation transferred(1) The
Obligeemay assert against the New Obligorall its rights to payment or other performance under the contract in respect of the obligation transferred.(2) Security granted by any Personother than the New Obligorfor the performance of the obligation is discharged, unless that other Personagrees that it should continue to be available to the Obligee.(3) Discharge of the original Obligoralso extends to any security of the original Obligorgiven to the Obligeefor the performance of the obligation, unless the security is over an asset which is transferred as part of a transaction between the original Obligorand the New Obligor.