BILL REQ. #: S-1465.3
State of Washington | 58th Legislature | 2003 Regular Session |
READ FIRST TIME 02/21/03.
AN ACT Relating to restrictions on assignments under Article 9A of the uniform commercial code; amending RCW 62A.9A-406 and 62A.9A-408; providing an effective date; and declaring an emergency.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF WASHINGTON:
Sec. 1 RCW 62A.9A-406 and 2001 c 32 s 34 are each amended to read
as follows:
(a) Discharge of account debtor; effect of notification. Subject
to subsections (b) through (((i))) (j) of this section, an account
debtor on an account, chattel paper, or a payment intangible may
discharge its obligation by paying the assignor until, but not after,
the account debtor receives a notification, authenticated by the
assignor or the assignee, that the amount due or to become due has been
assigned and that payment is to be made to the assignee. After receipt
of the notification, the account debtor may discharge its obligation by
paying the assignee and may not discharge the obligation by paying the
assignor.
(b) When notification ineffective. Subject to subsection (h) of
this section, notification is ineffective under subsection (a) of this
section:
(1) If it does not reasonably identify the rights assigned;
(2) To the extent that an agreement between an account debtor and
a seller of a payment intangible limits the account debtor's duty to
pay a person other than the seller and the limitation is effective
under law other than this Article; or
(3) At the option of an account debtor, if the notification
notifies the account debtor to make less than the full amount of any
installment or other periodic payment to the assignee, even if:
(A) Only a portion of the account, chattel paper, or payment
intangible has been assigned to that assignee;
(B) A portion has been assigned to another assignee; or
(C) The account debtor knows that the assignment to that assignee
is limited.
(c) Proof of assignment. Subject to subsection (h) of this
section, if requested by the account debtor, an assignee shall
seasonably furnish reasonable proof that the assignment has been made.
Unless the assignee complies, the account debtor may discharge its
obligation by paying the assignor, even if the account debtor has
received a notification under subsection (a) of this section.
(d) Term restricting assignment generally ineffective. Except as
otherwise provided in subsection (e) of this section and RCW 62A.2A-303
and 62A.9A-407, and subject to subsections (h) and (j) of this section,
a term in an agreement between an account debtor and an assignor or in
a promissory note is ineffective to the extent that it:
(1) Prohibits, restricts, or requires the consent of the account
debtor or person obligated on the promissory note to the assignment or
transfer of, or the creation, attachment, perfection, or enforcement of
a security interest in, the account, chattel paper, payment intangible,
or promissory note; or
(2) Provides that the assignment or transfer or the creation,
attachment, perfection, or enforcement of the security interest may
give rise to a default, breach, right of recoupment, claim, defense,
termination, right of termination, or remedy under the account, chattel
paper, payment intangible, or promissory note.
(e) Inapplicability of subsection (d) to certain sales. Subsection
(d) of this section does not apply to the sale of a payment intangible
or promissory note.
(f) [Reserved]
(g) Subsection (b)(3) not waivable. Subject to subsection (h) of
this section, an account debtor may not waive or vary its option under
subsection (b)(3) of this section.
(h) Rule for individual under other law. This section is subject
to law other than this Article which establishes a different rule for
an account debtor who is an individual and who incurred the obligation
primarily for personal, family, or household purposes.
(i) Inapplicability to health-care-insurance receivable. This
section does not apply to an assignment of a health-care-insurance
receivable.
(j)(1) Inapplicability of subsection (d) of this section to certain
transactions. After July 1, 2003, subsection (d) of this section does
not apply to the assignment or transfer of or creation of a security
interest in:
(A) A claim or right to receive compensation for injuries or
sickness as described in 26 U.S.C. Sec. 104(a)(1) or (2); or
(B) A claim or right to receive benefits under a special needs
trust as described in 42 U.S.C. Sec. 1396p(d)(4).
(2) This subsection will not affect a transfer of structured
settlement payment rights under chapter 19.205 RCW.
Sec. 2 RCW 62A.9A-408 and 2000 c 250 s 9A-408 are each amended to
read as follows:
(a) Term restricting assignment generally ineffective. Except as
otherwise provided in subsection (b) of this section, a term in a
promissory note or in an agreement between an account debtor and a
debtor which relates to a health-care-insurance receivable or a general
intangible, including a contract, permit, license, or franchise, and
which term prohibits, restricts, or requires the consent of the person
obligated on the promissory note or the account debtor to, the
assignment or transfer of, or creation, attachment, or perfection of a
security interest in, the promissory note, health-care-insurance
receivable, or general intangible, is ineffective to the extent that
the term:
(1) Would impair the creation, attachment, or perfection of a
security interest; or
(2) Provides that the assignment or transfer or the creation,
attachment, or perfection of the security interest may give rise to a
default, breach, right of recoupment, claim, defense, termination,
right of termination, or remedy under the promissory note, health-care-insurance receivable, or general intangible.
(b) Applicability of subsection (a) of this section to sales of
certain rights to payment. Subsection (a) of this section applies to
a security interest in a payment intangible or promissory note only if
the security interest arises out of a sale of the payment intangible or
promissory note.
(c) Legal restrictions on assignment generally ineffective. A rule
of law, statute, or regulation that prohibits, restricts, or requires
the consent of a government, governmental body or official, person
obligated on a promissory note, or account debtor to the assignment or
transfer of, or creation of a security interest in, a promissory note,
health-care-insurance receivable, or general intangible, including a
contract, permit, license, or franchise between an account debtor and
a debtor, is ineffective to the extent that the rule of law, statute,
or regulation:
(1) Would impair the creation, attachment, or perfection of a
security interest; or
(2) Provides that the assignment or transfer or the creation,
attachment, or perfection of the security interest may give rise to a
default, breach, right of recoupment, claim, defense, termination,
right of termination, or remedy under the promissory note, health-care-insurance receivable, or general intangible.
(d) Limitation on ineffectiveness under subsections (a) and (c) of
this section. To the extent that a term in a promissory note or in an
agreement between an account debtor and a debtor which relates to a
health-care-insurance receivable or general intangible or a rule of
law, statute, or regulation described in subsection (c) of this section
would be effective under law other than this Article but is ineffective
under subsection (a) or (c) of this section, the creation, attachment,
or perfection of a security interest in the promissory note, health-care-insurance receivable, or general intangible:
(1) Is not enforceable against the person obligated on the
promissory note or the account debtor;
(2) Does not impose a duty or obligation on the person obligated on
the promissory note or the account debtor;
(3) Does not require the person obligated on the promissory note or
the account debtor to recognize the security interest, pay or render
performance to the secured party, or accept payment or performance from
the secured party;
(4) Does not entitle the secured party to use or assign the
debtor's rights under the promissory note, health-care-insurance
receivable, or general intangible, including any related information or
materials furnished to the debtor in the transaction giving rise to the
promissory note, health-care-insurance receivable, or general
intangible;
(5) Does not entitle the secured party to use, assign, possess, or
have access to any trade secrets or confidential information of the
person obligated on the promissory note or the account debtor; and
(6) Does not entitle the secured party to enforce the security
interest in the promissory note, health-care-insurance receivable, or
general intangible.
(e)(1) Inapplicability of subsections (a) and (c) of this section
to certain payment intangibles. After July 1, 2003, subsections (a)
and (c) of this section do not apply to the assignment or transfer of
or creation of a security interest in:
(A) A claim or right to receive compensation for injuries or
sickness as described in 26 U.S.C. Sec. 104(a)(1) or (2); or
(B) A claim or right to receive benefits under a special needs
trust as described in 42 U.S.C. Sec. 1396p(d)(4).
(2) This subsection will not affect a transfer of structured
settlement payment rights under chapter 19.205 RCW.
NEW SECTION. Sec. 3 This act is necessary for the immediate
preservation of the public peace, health, or safety, or support of the
state government and its existing public institutions, and takes effect
July 1, 2003.