assignment of legal chose in action

Assignment of Choses in Action

Property generally may be realty (real) or personalty (personal). Realty are characterized by geographical fixity(land) while personalty are generally mobile.

Personalty is also classified into tangible/corporeal and intangible/incorporeal. The former is capable of physical handling/possession/manipulation/enjoyment while the latter is incapable of any of these.

Incorporeal property is also called a chose in action which has been defined as a legal expression used to describe all personal rights of property which can only be claimed or enforced by action (in a court) and not by taking physical possession.

A chose generally is a thing capable of being owned. Choses in action may be legal or equitable. Legal choses in action are rights which were enforceable or recoverable only by an action at Common law. This category of choses includes debts, benefits under a contract, insurance policies, copyrights, patents etc.

Equitable choses on the other hand are rights over property which were only enforceable/recoverable/cognizable by the courts of Chancery. It could only be recovered by a suit in Equity and the rights under this category include interests of a beneficiary in a Trust, a legacy/reversionary interest under a will etc.

Choses in action may also be in respect of already existing things/property or things/property to be acquired at a future date but which are not yet in possession. The chose in action may be property in itself and it may also be a propriety right over property.

Assignment is the transfer of something from one person to another such that the assignee obtains rights of a nature that were hitherto exercisable only by the assignor. An assignment of a chose is thus the transfer of a chose in action from the assignor to the assignee such that the assignee obtains and becomes entitled to enjoy rights in respect of that chose, which were hitherto exclusively enjoyed by the assignor.

Assignment may be legal (statutory) or equitable.

Assignment and Novation

An assignment is quite distinct from a novation. Novation is essentially a legal device by which parties to a contract may legally vary/shift their obligations under the contract to third parties. Thus, A can agree with B, his creditor, that C, who owes him money, will pay that debt to B in full satisfaction of his own (A’s) debt.

Novation is however fundamentally different from assignment in three material aspects:

The consent of the parties is sine qua non since the original contract is rescinded by the novation. There must thus be consensus ad idem. There can be no novation otherwise. This is contrary to the case in assignment where there only need be communication to the assignee, his consent and that of the trustee of the liability are immaterial.
The original debt in novation must be totally extinguished under the new arrangement.

There is no such requirement for assignment to be valid.

For novation to be valid, there must be consideration in all cases as it is essentially a new contract. The requirement for consideration in assignment is much more relaxed.

Assignment and Equities

The general rule as regards assignment of choses in action is that an assignee takes, subject to the equities thar already apply to the chose in action (property) in question. Thus, anyone who has an interest (legal or equitable) in an assigned chose is entitled to a higher priority than that of the assignee.

The logic here is based on a recognition that the assignee cannot acquire a better title than that of the assignor. What he essentially gains by virtue of the assignment is a right to continue in the stead of the assignor in respect of that chose and nothing better.

In Re Knapman (1881) 18 Ch. D 300 the beneficiaries of a will brought an action against the executor seeking to revoke the probate. While the matter was in court, these beneficiaries assigned the right under the will to someone else.

Their action subsequently failed in court, the court ruled that the executor had a right to set off the costs of the suit against the estate. As such, since the right to this had already been assigned, the assignee has to settle this cost since he was assigned a property that had a pre-existing liability.

Claims of equities that arise after notice of the assignment has been given to the trustee would not affect the assignee however, except where the claim is very closely related to the original transaction upon which the chose came into existence.

The rule that the assignee takes subject to equities will not apply where the trustee is estopped, either by conduct or deed, from setting up equities against the assignee. It would not also apply where the agreement occasioning the original transaction includes a clause that the assignees of the assignor would take free from all equities.

Historically, assignment of choses in action was largely unrecognized at Common law. There was the fear that allowing such assignment would bring about Maintenance and even cases of Champerty as well as the risk of encouraging a litany of contentious matters on the same res.

Maintenance arises where a person who has no legal interest in a matter provides assistance by money or otherwise to a party to the suit while Champerty marries the foregoing with the prospect of reward out of the possible spoils of the suit.

Thus, no debt could be assigned at Common law unless the debtor specifically agreed to the assignment. The only exceptions allowed by Common law were in respect of choses in action assigned by or to the King and assignment of negotiable instruments in order to promote trade.

Equity has however always recognized the assignment of choses in action, both equitable and legal. It would not however allow the assignment of bare rights without accompanying interest in property. This was to avoid, as in the case of the Common law, situations that encourage Maintenance.

Assignability

Not all choses in action are assignable. The courts would not give effect to such assignments either on grounds of public policy or on account of the nature of the subject matter of the assignment.

Choses in action that are not assignable include:

Salaries of public officials. This is because it is perceived that if allowed to assign their salaries, they may deprive themselves of their means of sustenance and thereby impair the efficiency which is most desirable for the public service.
Alimony is not assignable on much the same grounds as salaries of public officials as the money is meant for the maintenance of the spouse.
Rights arising out of a contract of a personal nature i.e. contracts that require personal service like employment.
Expectancies (future choses) are not assignable at Common law based on the maxim: Nemo dat quod non habet. They are assignable in Equity although, such assignment must be for value.

Equitable Assignment

An equitable assignment is of a flexible nature. This flexibility makes it quite distinct from legal assignments as they do not require all of the formality required under the law. It may be in respect of a legal or equitable chose. Thus, there may be an equitable assignment of an equitable chose or an equitable assignment of a legal chose.

While there is no strict formality required for equitable assignments, certain criteria are instructive as to whether it would be considered valid or not.

For an equitable assignment to be considered as having been effected, there must be a clear intent to assign. While Equity does not require that the assignment be in writing or made in any particular format, there must be a clearly deducible intent to assign on the part of the assignor.

The intent to assign here will be construed from the words used and the particular circumstances of the case. If what is construed is a mere mandate/authority to hold onto certain property, no intent to assign may be ascribed by the court.

The position that Equity does not require writing for equitable assignments has however been affected by S. 9 of the Statute of Frauds and S. 78(1)(c) of the Property and Conveyancing Law which require that the assignment of any equitable interest or trust must be in writing.

The assignment is also required to be communicated to the assignee. Although, the assignee may still take in certain instances even without communication, subject to the right of the assignee to repudiate the transfer when he becomes aware of it.

The particular chose intended to be assigned must be identified. It is insufficient to give a vague representation of what is sought to be assigned. Such vagueness may impair the court’s construction of an intent to assign in such circumstance.

Consideration in equitable assignment depends on the circumstance. Where the assignment is complete in the sense that there is nothing left for the assignor to do to perfect the assignee’s title, there would be no need for consideration.

If it is incomplete though, consideration may be required. Consideration will also be required where the assignment concerns some future chose as the agreement in such instance can only be a contract to assign and all contracts must be backed by consideration.

No consideration is however required for assignment of existing choses.

There is no real requirement for notice of the equitable assignment to be given to the trustee of the liability. Notice is however useful to the extent that it puts the trustee on guard as to the change of rights affecting the chose and may prevent him from settling in favour of the assignor instead of the assignee.

It also makes the trustee liable to the assignee where he settles in favour of the assignor in spite of the notice given to him. Again, while the assignee generally takes subject to any prior equities affecting the chose, giving notice ensures that he would not be affected by any subsequent equities.

Most importantly, notice allows the assignee to establish the priority of his interest in consequence of the rule in DEARLE v HALL.

An equitable assignment of a chose in action has bearing on the manner in which the rights can be enforced in a court of law. The effect here is largely dependent on whether the chose in question is a legal or equitable chose and if the chose was absolutely assigned or not.

Where the assignment concerns a legal chose, the assignee cannot assert his title over the property in his own name. He must join the name of the assignor either as co-plaintiff, where he agrees, or as a defendant. Where the chose is equitable though, the assignee can sue in his own name.

An assignment is absolute when the assignor transfers his whole interest in the chose to the assignee. It is however non-absolute where it is made subject to some condition at the happening of which it would become inoperable or where only a charge is made on the chose, in favour of the assignee.

In this instance, only a part of the assignor’s interest is transferred. The effect of this is that in situations where the transfer was absolute, the assignee would be able to sue in his own name. Where it is not absolute however, he must join the assignor before he can enforce his rights over the chose.

Where the chose is legal though, it is immaterial whether it is absolute or not, the assignee must join the assignor.

Legal Assignment

The Common law rule against assignment of choses in action was only lifted in 1875 and this was via the provision of the Judicature Acts, particularly S. 25(6) . This provision is impari materia with S. 150(1) Property and Conveyancing Law .

The purport of those provisions is that there can be absolute assignments by writing of any debt or other legal thing in action when express notice in writing has been given to the trustee of the liability. Also, it shall be effectual to transfer the legal right to sue in respect of such thing, along with the legal and other remedies in respect of it and the power to give a good discharge for the chose without the assignor’s permission.

The provisions clearly contain ingredients that would make a legal assignment valid and these include the following:

The assignment must be in writing and signed by the assignor.
It must be in respect of some existing debt or other legal thing in action and this includes equitable choses in action.
It must be absolute.
There must be an express notice in writing given to the debtor, trustee, or other person from whom the assignor would have been entitled to receive the debt or claim the thing in action.

The assignment takes effect from the date that notice is given. Failure to give notice at all or failure to give it in writing or failure to even execute the writing in the first place will not invalidate the assignment.

Rather, it becomes an equitable assignment instead of a legal one. Further, there is no requirement for consideration here.

The position at Common law before the Act amended it was that the assignee had no right independent of the assignor’s and was obligated to sue in the assignor’s name if he wanted to enforce his rights over the chose.

The Acts have however changed this and the assignee no longer needs to sue in the name of the assignor. He can sue all by himself.

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Sealy and Hooley's Commercial Law: Text, Cases, and Materials (6th edn)

Note: The Effect of Brexit
Preface to the sixth Edition
New to this Edition
Acknowledgements
Table of cases
Table of legislation
1. An introduction to commercial law
2. Basic concepts of personal property
3. Bailment
4. Introduction
5. Creation of agency, and the authority of the agent
6. Relations with third parties
7. Relations between principal and agent
8. Introduction and definitions
9. Passing of the property in the goods as between seller and buyer
10. Transfer of title
11. Seller’s obligations as to quality
12. Performance of the contract
13. Remedies of the seller
14. Remedies of the buyer
15. International sales
16. Modern payment systems
17. Payment cards and electronic money
18. Negotiable instruments
19. Bills of exchange
20. Cheques and miscellaneous payment instruments
21. The financing of international trade
22. Assignment of choses in action
23. Receivables financing
24. Introduction
25. Possessory security
26. Non-possessory security
27. Insurance
28. Insolvency

p. 787 22. Assignment of choses in action

D Fox , D Fox Professor of Common Law, University of Edinburgh
RJC Munday , RJC Munday Reader Emeritus in Law, University of Cambridge
B Soyer , B Soyer Professor of Commercial and Maritime Law, Institute of International Shipping and Trade Law, Swansea University
AM Tettenborn AM Tettenborn Chair in Law, Swansea University
and PG Turner PG Turner Visiting Senior Fellow of the Melbourne Law School
https://doi.org/10.1093/he/9780198842149.003.0022
Published in print: 13 July 2020
Published online: September 2020

This chapter deals with the general law of assignment of choses in action. Beginning with the historically based difference between equitable and statutory assignment, it then explains what ‘chose in action’ and ‘assignment’ are before discussing the requirement that there be an existing and assignable chose in action or right as well as the requirement that a person who holds an existing assignable chose in action intends to assign it. It also examines whether and when a rule of legal formality requires writing to be made; whether and when notice of the assignment is required; and obstacles to the enforcement of an assigned chose in action.

chose in action
law of assignment
legal formality
enforcement

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chose in action

Chose in action: meaning.

A chose in action is:

an intangible property right or property
which is legally not in a person's possession
but is only enforceable by legal process.

The legal process begins with a chose in action and ends with a judgment or court order.

Therefore, a chose in action is a right to sue : a legal right. It's a property right. It's more often referred to as a cause of action .

A person owns a chose in action in the same way as someone owns the device you are using right now.

Choses in action comprise all personal rights of property which cannot be taken by possession of a physical object (ie a chose in possession).

Depending on the cause of action, a person would be:

owed a sum of money (ie a creditor owed a debt), and the debtor must pay the money
entitled to performance of a contract
the owner of intellectual property rights and entitled to sue for infringement
entitled to a licence to use intellectual property rights

In turn, the remedy leads to the entitlement to enforce (aka "enjoy") the legal rights which flow from the chose in action, which is usually one or more of:

an injunction
specific performance

And suppose the debtor, did not pay the sum ordered to be paid, the creditor would be entitled to initiate action to enforce the judgment or order.

For a chose in action to exist, there must be a remedy at common law or equity which recognises the chose.

So, if a remedy does not exist for the alleged chose in action, the chose in action cannot exist.

It's pronounced "ch-oh-se" in action.

Types of Choses in Action: Examples

Legal choses in action are enforceable in a court exercising its common law jurisdiction.

Well known forms of legal choses in action include:

claims for debts
patent rights
trade marks
design rights
confidential information
common design
interference with contractual rights

Equitable choses include:

a share in a trust fund
the share of proceeds of sale in the hands of a mortgagee.

Choses in action are also able to be established by reliance upon vicarious liability , apparent or ostensible authority and the law of agency, where the facts of the case permit.

Chose in Action Examples

Chattels: One person can hand another a pen, and thereby pass possession of the pen. The pen is a physical object. In legal terminology, the pen is a chattel and a chose in possession, not a chose in action.
a chose in action
which is personal property
which is owned by you
which entitles you to sue the person for conversion
for damages or delivery up of a chattel
Copyright law: Suppose you own copyright in some software. The software is protected by copyright law. A person uses the software without your consent. As the person has not obtained a licence from you, it is an infringement of copyright law. Infringement entitles you to damages for your pecuniary loss and an injunction to restrain infringement (ie unlawful use of the software) in the future. The right to sue for infringement is a chose in action.
Conspiracy: Continuing the copyright infringement example above, a series of people combine with an intention to infringe the copyright of your software. A separate, freestanding tort of conspiracy arises to render each of the participants in the conspiracy liable for the conspiracy.

Assignments

Legal choses in action may be assigned in equity, at common law or by statute.
Equitable choses can be assigned in equity or by statute.

For an assignment of a legal chose in action to be effective by statute:

it must be in writing,
be absolute (the whole of the chose, unconditional and not a security interest),
with notice to the debtor.

If an assignment is ineffective by statute (for instance, an assignment of part of a debt), it still may be effective in equity.

A deed of assignment or ordinary contract may be used to assign the property rights in a chose.

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Part II The Transfer of Intangible Property, 13 Equitable Assignment of Choses in Action

From: the law of assignment (3rd edition), marcus smith, nico leslie.

This chapter studies the requirements that are necessary for an effective assignment of choses in action. In order to effect the assignment or a chose in action: the assignor must have manifested an intention to transfer the chose; the thing being assigned must be a chose in action, in present existence, certain or capable of being ascertained; the identity of the assignee must be clear; and the appropriate forms and formalities must have been satisfied. These requirements apply both to legal and equitable assignments. However, since legal assignments can only be affected by statute, the forms and formalities required for a legal assignment are those set out in the relevant legislation, and addressed elsewhere.

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Home » Dictionary » Chose in action

Chose in action

A chose in action is a personal property right to an intangible object. In the case of Torkington v Magee [1902] 2 KB 427 a chose in action was defined as “personal rights of property which can only be claimed or enforced by action, and not taking physical possession”. This means that the only way to obtain possession of the claimed intangible rights is through either legal or equitable action.

The main example of a chose in action is a debt. A debt owed to a creditor is incapable of being physically possessed and can only be enforced by suing. The economic value of debt is a right to sue for its recovery. A critical aspect of a chose in action is that any paper documentation supporting the right is not in and of itself the proprietary right.

A chose in action is capable of being assigned both at law and in equity. The transfer of property at law in NSW is governed by section 12 of the Conveyancing Act 1919 (NSW). In order for a chose in action to be validly assigned at law the transfer must:

Be absolute, meaning that the transfer must be unconditional;
Be in writing and signed by the assignor (section 23C);
The person liable to the chose needs to be put on notice in writing of its assignment; and
Not necessarily be supported by consideration.

If an assignment of a legal chose in action fails at law, there is protection in equity for the transfer to be valid. Parties will be bound in equity if “by reason of some fact or circumstance which a court of equity regards as binding the legal owner in conscience to hold the property upon trust for the assignee” (see Kitto J in Olsson v Dyson (1969) 120 CLR 365.

Equity will bind a legal owner in conscience if:

The assignee has provided consideration for the assignment of the chose in action;
The assignor has done everything required to effect the transfer, despite not complying with statutory requirements; or

In the absence of consideration, equity will regard an assignor’s conscience as bound if they induce the assignee to act to their own detriment in reliance on the inducement (equitable estoppel).

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ASSIGNMENT OF CHOSES IN ACTION

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Emmanuel Bassey

INTRODUCTION

As a general rule and based on the doctrine of privity a contract cannot confer rights or impose obligations on any person except the parties to the contract. Accordingly, a contract cannot be enforced by or against a person who is a stranger to it even if the contract is made for his benefit and purports to give him the right to sue or to make him liable upon it. The main reason for this is that it is the parties’ contract, and they are always free to vary or discharge it by agreement. The creation of a third party right would impede this freedom unless an agreement for such third party involvement has been made part of the agreement.

As with every general rule, there is always an exception. One of the exceptions to the doctrine of privity of contract arises in the assignment of choses in action where the owner of a contractual right can transfer same to a third party without the consent of the debtor (the counter-party to the contract), thereby enabling the third party to enforce the right against the debtor. The process of transfer of such a right is known as “assignment” and the types of property which are susceptible to this type of transfer are known as “choses in action.”

This article sets out to trace the evolution, incidence, and the conditions precedent for a valid assignment of choses in action under Nigerian law.

WHAT ARE CHOSES IN ACTION?

Choses in action is a legal expression used to describe all personal rights of property which can only be claimed or enforced by action and not by taking physical possession of them. They are also called “things in action” because they are things which a person is not possessed but has to bring an action in court in order to recover them. Choses in action may be legal or equitable. Legal choses in action are those which could historically only be enforced by an action at common law whilst equitable choses in action are choses in action which could only be enforced in the courts of equity- they arose out of property rights over which the Chancery Court formerly had exclusive jurisdiction. Examples of choses in action include debts, shares, negotiable instruments, policies of insurance, bills of lading, patents, copyrights, rights under trusts and legacies, benefit of a contract for sale of reversionary interest, rights to claim indefinite sums of money, as for compensation under Statute; damages for loss in which the assignee was the assignor’s insurer, a debt or benefit arising out of an existing contract, but payable at a future time and a claim for damages in tort. All these are intangible rights which cannot be physically possessed but only claimed or enforced by an action in court. They are in law permitted to be assigned by the holders (though they can neither be seen nor possessed) to third parties who would be able to enforce the rights against the debtors even though they were not parties to the original contract.

The term “assignment” refers to the act of transferring to another all or part of one’s property, interest, or rights. The term denotes not only the act of transfer, but also the instrument by which it is effected. In Julius Berger (Nig) Plc & Anor v. Toki Rainbow Community Bank Ltd the Court of Appeal held that “assignment means to give something to some body for their use or benefit. It also may mean to transfer right, property or title from the persons legally entitled to them to some body else for their benefit.”

The assignment of choses in action may be legal or equitable. Due to the vagaries of the historical evolution of law and equity, different considerations apply to the assignment of choses in action at law and in equity.

ASSIGNMENT AT COMMON LAW

Historically, under common law contractual rights were hitherto not assignable without the consent of both contracting parties since they were things in action as opposed to things in possession. This common law rule stemmed from the difficulty of conceiving of transfer of an intangible, and the desire to avoid maintenance and champerty. The only methods of assigning contractual rights at common law were by novation and by procuring the debtor’s acknowledgment that he held for the assignee, both of which required the consent of the debtor, unless the assignment was done by the king or it involved the assignment of a mercantile chose in action like a negotiable instrument which are transferrable by mere delivery. Accordingly, legal choses in action could only be assigned at law with the consent of the debtor. The assignor was however, required to be joined as a party to any action to enforce the assignment (either as a plaintiff if he consented or as a defendant in the absence of consent) since there was no privity of contract between the debtor and the assignee.

Given the rigors of assignment of legal choses in action under the common law, the courts of equity developed more flexible requirements for the assignment of equitable choses in action. However, the most significant intervention was introduced by the enactment of the English Judicature Act of 1873 which introduced the concept of statutory assignment.

STATUTORY ASSIGNMENT

The enactment of the Judicature Act, 1873 (a statute of general application in Nigeria) created an exception to the doctrine of privity of contract by introducing the concept of trust of a chose in action in section 25(6) of the Act, which provides as follows:

Any absolute assignment by writing under the hand of the assignor (not purporting to be by way of charge only) of any debt or other legal thing in action, of which express notice in writing has been given to the debtor, trustee or other person from whom the assignor would have been entitled to claim such debt or thing in action, is effectual in law (subject to equities having priority over the right of the assignee) to pass and transfer from the date of such notice;- (a) The legal right to such debt or thing in action (b) All legal and other remedies for the same and (c) The power to give a good discharge for the same without the concurrence of the assignor; Provided that if the debtor, trustee or other person liable in respect of such debt or thing in action has notice:- i. That the assignment is disputed by the Assignor or any person under him or; ii. Of any other opposing or conflicting claim to such debt or thing in action, he may if he thinks fit either call upon the person making claim hereto to inter plead concerning the same, or pay the debt or other in action in Court.

By section 25(6) of the Judicature Act, a contractual party could assign his rights under the contract subject to the conditions stated in the Act without any need for a novation or acknowledgment by the debtor.

CONDITIONS FOR A VALID ASSIGNMENT OF CHOSES IN ACTION

In order for Section 25(6) of the Judicature Act 1873 to apply, three conditions must be fulfilled:

6.1 The assignment must be absolute and not purport to be by way of charge only

An absolute transfer is a transfer of the whole not a part of the chose in action. The test to be applied in determining whether an assignment is absolute is whether the assignor has unconditionally transferred to the assignee for the time being, the sole right to the debt in question as against the debtor in which case the assignment is absolute. The fact that the assignee is to hold proceeds of the debts or the surplus proceeds beyond the stated amount, on trust for the assignor does not prevent the assignment from being absolute.

An assignment that purports to be by way of charge only is not an absolute assignment. The relevant test is to decide whether the assignment merely gives a right to the assignee to payment out of a particular fund by way of security rather than an unconditional transfer of the fund to the assignee. The judicial reasoning behind the requirement for an absolute assignment is that the debtor should not be put in doubt or jeopardy by the arrangements between the assignor and the assignee as to whom he is to discharge his obligations.

No particular form or mode is prescribed or required by law for a legal assignment as long as the assignor absolutely and unequivocally indicates the transfer of the benefit, interest or title to the assignee.

6.2 It must be in writing under the hand of the assignor

No particular mode or form is necessary as the writing can be informal, as for instance, a direction in writing by a creditor to his debtor to pay the assignee, handed to the assignee, may amount to an assignment but such a direction handed to the debtor may not by itself constitute an assignment unless there is evidence that the assignee has requested or consented to it. It is also the law that even if the debtor has the direction, it may not constitute more than authority to pay, and gives the assignee no rights unless the instructions can be said to amount to an irrevocable mandate to the debtor.

6.3 Express notice in writing thereof must be given to the debtor or trustee

This notice is not required to be in a separate document purposely prepared as a notice and described as such. What is needed is that information relative to the assignment shall be conveyed to the debtor, and that it shall be conveyed in writing. A written demand for payment sent by the assignee to the debtor has been held to be sufficient once the notice is unconditional and given to the debtor personally before the assignee commences his action. It has also been held that since a creditor can assign by directing his debtor to pay the assignee, a single written document would suffice to constitute both the Assignment as well as the notice envisaged by the Act. Furthermore, it is not necessary for the notice to the debtor to be given by the assignor or the assignee; it may be given by a third party.

LEGAL EFFECT OF A STATUTORY ASSIGNMENT

Once the above conditions have been fulfilled, certain legal consequences immediately follow:

The assignee can sue the debtor in his own name instead of having to sue in the name of the assignor and perhaps to go to the Court of equity to compel his joinder in the action.
Consideration is not required for the assignment.
The consent of the assignee is not required for the assignment. However, where it is the liabilities or the burdens under a contract that are to be assigned to a debtor, the consent of the assignee is required.
EQUITABLE ASSIGNMENT OF CHOSES IN ACTION

An equitable assignment of a chose in action arises in the event of an assignment of an equitable chose in action and where there has been a failure to comply with the statutory conditions for a valid assignment of a legal chose in action. Such an assignment which fails to comply with the requirements of the statute will not become invalid but will operate as an equitable assignment.

An equitable assignment may be in writing or oral. It may operate by way of a charge only or be part of the debt or chose. If there is an equitable assignment of an equitable chose in action the assignment being absolute, then the assignee is entitled to sue in his own name.

Any words will suffice provided they are unambiguous to the effect that an identifiable debt has been made over by the creditor to some third person. No privity of contract or consideration is required for equitable assignment provided that the assignor has, at the material time, done all that he can to perfect the gift.

An equitable assignment is binding even without notice to the debtor. However, as a matter of practice, notice to the debtor is very important for three reasons:

In the absence of notice the debtor is entitled to discharge his obligations to the assignor and not to the assignee, whereas if he has notice he does so at his own peril and he may well be required to discharge the obligation a second time to the assignee with no entitlement to recovery from the assignor.
The giving of notice to the debtor has an effect on prior equities. The general rule as regards assignment of choses in action is that an assignee takes subject to the equities that already apply to the property in question. Thus, anyone who has a prior interest (legal or equitable) in an assigned chose is entitled to a higher priority than that of the assignee. The reason for this is that the assignee cannot acquire a better title than that of the assignor. What he essentially gains by virtue of the assignment is a right to continue in the stead of the assignor in respect of that chose and nothing better.Claims of equities that arise after notice of the assignment has been given to the debtor would not affect the assignee, except where the claim is very closely related to the original transaction upon which the chose came into existence. The rule that the assignee takes subject to equities will not apply where the trustee is estopped, either by conduct or deed, from setting up equities against the assignee. It would not also apply where the agreement occasioning the original transaction includes a clause that the assignees of the assignor would take free from all equities.
The date of notice establishes the order of priority as between successive assignees. Thus, where there are two or more assignees of the same chose in action, the first to give notice has priority over the other assignees even if they were first in time.

Assignment of choses in action provides a veritable avenue for the exchange of contractual rights, especially when the assignor does not have the wherewithal to enforce the right in court. This creates a win-win situation for the assignor and the assignee, as the assignor is immediately able to receive value for his rights and the assignee is able to enforce the right to receive whatever benefit he has contracted for whilst the debtor’s position is not adversely affected. The parties, however, need to understand the applicable principles so that they would know the extent of any rights that they acquire in any given transaction.

______________________________

For further information on this article and area of law, please contact Emmanuel Bassey at: S. P. A. Ajibade & Co., Lagos by Telephone (+234 1 472 9890), Fax (+234 1 4605092) Mobile (+234.703.805.9736, +234.815.088.2839) Email: [email protected] www.spaajibade.com

Emmanuel Abasiubong Bassey, Senior Associate in the Dispute Resolution Department of S.P.A. Ajibade & Co., Lagos, Nigeria.
Makwe v. Nwukor & Anor (2001) LPELR-1830(SC) (pp 25 – 25 paras D – E). See, Ben Electronic Co. (Nig) Ltd v. ATS & Sons & Ors. (2013) LPELR-20870(CA) (pp 62 – 98 paras A – E). It was however, held that the benefit of a contract is only assignable in cases where it can make no difference to the person on whom the obligation lies to which of two persons he is to discharge it. See, Tolhurst v. Associated Portland Cement Manufacturers Ltd (1902) 2 K.B. 660 at 668, (1903) A.C. 414 cited in Julius Berger (Nig) Plc & Anor v. Toki Rainbow Community Bank Ltd (2009) LPELR-4381(CA) (pp 24 – 25 paras E – C).
I. E. Sagay, Nigerian Law of Contract (first published 1985, 2nd Edn, Spectrum Books Limited, Ibadan, 2000) 516.
See, https://mcmahonsolicitors.ie/choses-in-action/ [accessed on 14th December 2023.] Supra.
See, Ben Electronic Co. (Nig) Ltd v. ATS & Sons & Ors (supra).
See, FCMB v. Essien (2022) LPELR-58699(CA) (pp 6 – 6 paras E – F).
See, FCMB v. Essien (supra).
Julius Berger (Nig) Plc & Anor v. Toki Rainbow Community Bank Ltd (2009) LPELR-4381(CA) (pp 24 – 25 paras E – C).
The following choses are however not assignable: (1) Salaries of public officials. This is because it is perceived that if allowed to assign their salaries, they may deprive themselves of their means of sustenance and thereby impair the efficiency which is most desirable for the public service; (2) Alimony- because the money is meant for the maintenance of the spouse and (3) Rights arising out of a contract for personal service.
Maintenance occurs when a third-party provides support for litigation without a just cause, by providing, for example, financial assistance. Champerty is an aggravated form of maintenance, where a third-party pays some or all of the litigation costs in return for a share of the proceeds.
(36 & 37 Vict.) CHAPTER 66.
In Nigeria, a statute of general application refers to refers to statutes which were in force in England on the 1st of January, 1900. They were to be applied by the courts in Nigeria as far as local circumstances permit. However, the Western Region is now exempted by virtue of Law of England (Application) Law of 1959. The West African Court of Appeal stated in Young v. Abina that it was not necessary for the statute to be in force in all of the United Kingdom, but it only had to be in force in England. See, https://www.learnnigerianlaw.com/learn/legal-system/englishlaw accessed on 12th December 2023.
Section 25 (6) of the Judicature Act i873 which has now been repealed and replaced substantially by Section 136 of the English Law of Property Act, 1925, in England.
See, Ben Electronic Co. (Nig) Ltd v. ATS & Sons & Ors. (supra). It has been held that the benefit of a contract is only assignable in cases where it can make no difference to the person on whom the obligation lies to which of two persons he is to discharge it. See, Tolhurst v. Associated Portland Cement Manufacturers Ltd (1902) 2 K.B. 660 at 668, (1903) A.C. 414 cited in Julius Berger (Nig) Plc & Anor v. Toki Rainbow Community Bank Ltd (2009) LPELR-4381(CA) (pp 24 – 25 paras E – C).
See, https://www.designingbuildings.co.uk/wiki/Legal_and_equitable_assignment [accessed on 14th December 2023].
See, Julius Berger (Nig) Plc & Anor v. Toki Rainbow Community Bank Ltd (2009) LPELR-4381(CA) (pp 25 – 26 paras D – D).
See, Bateman v. Hunt, 20 T. L. R. 628.
See, Julius Berger (Nig) Plc & Anor v. Toki Rainbow Community Bank Ltd (supra).
See, William Brandt’s Sons & Co v Dunlop Rubber Co Ltd [1905] AC 454.
If it is incomplete, consideration may be required. Consideration will also be required where the assignment concerns some future chose as the agreement in such instance can only be a contract to assign and all contracts must be backed by consideration. See, Ben Electronic Co. (Nig) Ltd v. ATS & Sons & Ors (2013) LPELR-20870(CA) (pp 62 – 98 paras A – E).
The notice may be written or oral and the wording of the notice may be informal. A newspaper article may be a sufficient notice to the debtor. See, Lloyd v Banks (1868) LR 3. Ch App 488.
Re Knapman (1881) 18 Ch. D 300.
https://djetlawyer.com/assignment-of-choses-in-action/#:~:text=An%20assignment%20of%20a%20chose,legal%20(statutory)%20or%20equitable [accessed on 5 December 2023].
See, the rule in Dearle v Hall 3 Russell 1, 38 ER 475.

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2020 Georgia Code Title 44 - Property Chapter 12 - Rights in Personalty Article 2 - Choses in Action § 44-12-22. Assignment of Choses in Action Arising Upon Contracts

Except as may be otherwise provided in Title 11, all choses in action arising upon contract may be assigned so as to vest the title in the assignee, but he takes it, except negotiable instruments subject to the equities existing between the assignor and debtor at the time of the assignment, and until notice of the assignment is given to the person liable.

(Orig. Code 1863, § 2224; Code 1868, § 2218; Code 1873, § 2244; Code 1882, § 2244; Civil Code 1895, § 3077; Civil Code 1910, § 3653; Code 1933, § 85-1803; Ga. L. 1943, p. 263, § 1; Ga. L. 1952, p. 225, § 9; Ga. L. 1982, p. 3, § 44; Ga. L. 1987, p. 3, § 44.)

- For note, "Wrongful Refusal to Pay Insurance Claims in Georgia," see 13 Ga. L. Rev. 935 (1979).

General Consideration
Requirements for Assignment of Choses in Action
Assignable Choses in Action
Rights of Parties

O.C.G.A. § 44-12-22 makes all choses in action assignable with full protection to the debtor as to all equities existing until the time of notice. Gilmore v. Bangs, 55 Ga. 403 (1875); Baer v. English & Co., 84 Ga. 403, 11 S.E. 453, 20 Am. St. R. 372 (1890); Hartford Fire Ins. Co. v. Amos, 98 Ga. 533, 25 S.E. 575 (1896); Herring v. First Nat'l Bank, 13 Ga. App. 492, 79 S.E. 359 (1913); Few v. Pou, 32 Ga. App. 620, 124 S.E. 372 (1924); Lamon v. Perry, 33 Ga. App. 248, 125 S.E. 907 (1924).

Except where contract involves relation of personal confidence, such as to show that the party conferring the rights must necessarily have intended them to be exercised only by that party upon whom they were actually conferred. Tifton, T. & G. Ry. v. Bedgood & Co., 116 Ga. 945, 43 S.E. 257 (1903); Adair v. Smith, 23 Ga. App. 290, 98 S.E. 224 (1919).

Intent of O.C.G.A. § 44-12-22. - The manifest intent of O.C.G.A. § 44-12-22 seems to be that the notice prescribed is intended to fix the status of all equities, and that, after such notice has been given, any equities subsequently arising are barred. Ellis v. Dudley, 19 Ga. App. 566, 91 S.E. 904 (1917).

To avoid disturbing the time-honored rule that none save the holder of the legal title can prosecute an action, O.C.G.A. § 44-12-22 provides that a regular assignment, in conformity to established custom, should operate to pass the legal title, and thus enable the assignee to maintain a suit in own name. Haug v. Riley, 101 Ga. 372, 29 S.E. 44, 40 L.R.A. 244 (1897).

- O.C.G.A. § 44-12-22 does not undertake to prescribe the manner in which choses in action may be assigned so as to vest the title. Haug v. Riley, 101 Ga. 372, 29 S.E. 44, 40 L.R.A. 244 (1897).

O.C.G.A. § 44-12-22 does not prohibit parties from providing that their contract shall not be assignable. Mingledorff's, Inc. v. Hicks, 133 Ga. App. 27, 209 S.E.2d 661 (1974).

O.C.G.A. §§ 9-12-21 and44-12-22 must be construed together harmoniously. Western Nat'l Bank v. Maverick Nat'l Bank, 90 Ga. 339, 16 S.E. 942, 35 Am. St. R. 210 (1892).

"Assigned" means transferred. Haug v. Riley, 101 Ga. 372, 29 S.E. 44, 40 L.R.A. 244 (1897).

- O.C.G.A. §§ 44-12-22 and44-12-24 distinguish damages to property and damages to person, and under them a right of action for damage to the person cannot be assigned, and a right of action for damage to property can be assigned. Benjamin-Ozburn Co. v. Morrow Transf. & Storage Co., 13 Ga. App. 636, 79 S.E. 753 (1913).

- In an executed sale, as distinguished from an executory contract to sell, where the instrument purports to make a present transfer of title, if the existence of the subject matter is not then actual or complete, it must at least be so potential as to amount to a present right in the vendor to a future interest or benefit; but where the instrument is merely an executory contract to sell, the parties may be bound, even though the subject matter is known to have neither an actual nor a potential existence, provided the agreement is not merely speculative, but contemplates an actual future delivery of the thing bargained for. Eibel v. Mechanics Loan & Sav. Co., 52 Ga. App. 349, 183 S.E. 133 (1935).

Cited in Murray & Co. v. Jones, 50 Ga. 109 (1873); Adams v. Robinson, 69 Ga. 627 (1882); Zellner v. Mobley, 84 Ga. 746, 11 S.E. 402, 20 Am. St. R. 390 (1890); Western Nat'l Bank v. Maverick Nat'l Bank, 90 Ga. 339, 16 S.E. 942, 35 Am. St. R. 210 (1892); Loudermilk v. Loudermilk, 93 Ga. 443, 21 S.E. 77 (1894); Peoples Bank v. Exchange Bank, 116 Ga. 820, 43 S.E. 269 (1902); Dean v. Bateman, 12 Ga. App. 253, 77 S.E. 102 (1913); Ellis v. Dudley, 19 Ga. App. 566, 91 S.E. 904 (1917); Fourth Nat'l Bank v. Odom, 147 Ga. 170, 93 S.E. 91 (1917); Garrard v. Milledgeville Banking Co., 168 Ga. 339, 147 S.E. 766 (1929); Macon Nat'l Bank v. Smith, 170 Ga. 332, 153 S.E. 4 (1930); Doepke v. Cocke, 45 Ga. App. 65, 163 S.E. 310 (1932); Southern Ry. v. Cole, 49 Ga. App. 635, 176 S.E. 512 (1934); National Fin. Co. v. Citizens Loan & Sav. Co., 184 Ga. 619, 192 S.E. 717 (1937); West v. Anderson, 187 Ga. 587, 1 S.E.2d 671 (1939); Delray, Inc. v. Reddick, 194 Ga. 676, 22 S.E.2d 599 (1942); Padgett v. Butler, 84 Ga. App. 297, 66 S.E.2d 194 (1951); Whatley v. Alto Corp., 211 Ga. 718, 88 S.E.2d 398 (1955); Mobley v. GMAC, 103 Ga. App. 584, 119 S.E.2d 804 (1961); S.M. & M. Realty Corp. v. Highlands Ins. Co., 123 Ga. App. 170, 179 S.E.2d 781 (1971); Ampex Credit Corp. v. Bateman, 554 F.2d 750 (5th Cir. 1977); Arrow Dyeing & Finishing Co. v. Clarklift of Dalton, Inc., 148 Ga. App. 693, 252 S.E.2d 197 (1979); Cobb Bank & Trust Co. v. American Mfrs. Mut. Ins. Co., 624 F.2d 722 (5th Cir. 1980); Dennard v. Freeport Minerals Co., 250 Ga. 330, 297 S.E.2d 222 (1982); Decatur N. Assocs. v. Builders Glass, Inc., 180 Ga. App. 862, 350 S.E.2d 795 (1986); Rome Hous. Auth. v. Allied Bldg. Materials, Inc., 182 Ga. App. 233, 355 S.E.2d 747 (1987); Hammond v. City of Warner Robins, 224 Ga. App. 684, 482 S.E.2d 422 (1997).

Assignment of chose in action must be in writing. Hawkes v. Mobley, 174 Ga. 481, 163 S.E. 494 (1932); Jarecky v. Arnold, 51 Ga. App. 954, 182 S.E. 66 (1935); Lumpkin v. American Sur. Co., 69 Ga. App. 887, 27 S.E.2d 412 (1943).

- Any language, however informal, will be sufficient to vest the title in the assignee, if it shows the intention of the owner of the chose in action to at once transfer it so that it will be the property of the transferee. Southern Mut. Life Ins. Ass'n v. Durdin, 132 Ga. 495, 64 S.E. 264, 131 Am. St. R. 210 (1909); Myers v. Adams, 14 Ga. App. 520, 81 S.E. 595 (1914); Peck v. Calhoun, 38 Ga. App. 764, 145 S.E. 528 (1928); Baker v. Sutton, 47 Ga. App. 176, 170 S.E. 95 (1933); Lumpkin v. American Sur. Co., 61 Ga. App. 777, 7 S.E.2d 687 (1940), later appeal, 69 Ga. App. 887, 27 S.E.2d 412 (1943).

Where the petition set forth a right in the petitioners, as assignees of a written option, to a reconveyance of described land upon the tender and offer to perform as made to the defendant, the court did not err in overruling the motion to dismiss the action. Barron v. Anderson, 204 Ga. 7, 48 S.E.2d 846 (1948).

- In order to infer an equitable assignment, such facts and circumstances must appear, as would not only raise an equity between the assignor and the assignee, but show that the parties contemplated an immediate change of ownership with respect to the particular fund in question, not a change of ownership when the fund should be collected or realized, but at the time of the transaction relied upon to constitute the assignment. Brown Guano Co. v. Bridges, 34 Ga. App. 652, 130 S.E. 695 (1925).

- It is not necessary that the fund attempted to be assigned shall be in actual existence at the time, for it is well settled that it is sufficient if it exists potentially. Brown Guano Co. v. Bridges, 34 Ga. App. 652, 130 S.E. 695 (1925).

- A partial assignment of a debt due the assignor will not vest in the assignee such a title to the part of the debt assigned as can be enforced in a common-law action, without a previous acceptance by the debtor. Rivers v. Wright & Co., 117 Ga. 81, 43 S.E. 499 (1903); Central of Ga. Ry. v. Dover, 1 Ga. App. 240, 57 S.E. 1002 (1907); Ison Co. v. Atlantic Coast Line R.R., 17 Ga. App. 459, 87 S.E. 754 (1916).

- An action at law by the assignee against a railway company, for that part of the wages earned by the assignor at the date of the assignment, cannot be maintained, unless the railway company assented to the assignment. Central of Ga. Ry. v. Dover, 1 Ga. App. 240, 57 S.E. 1002 (1907).

All choses in action arising upon contract, including accounts receivable, may be assigned so as to vest title and the right to sue on them in the assignee. William Iselin & Co. v. Davis, 157 Ga. App. 739, 278 S.E.2d 442 (1981).

Claim arising from breach of contract to become surety on a guano note is assignable. Adams v. Williams, 125 Ga. 430, 54 S.E. 99 (1906).

- A policy of insurance being a chose in action may be assigned so as to vest the title in the assignee, but the assignee takes it subject to the equities existing between the assignor and debtor at the time of the assignment. Morris v. Georgia Loan, Sav. & Banking Co., 109 Ga. 12, 34 S.E. 378, 46 L.R.A. 506 (1899); Sprouse v. Skinner, 155 Ga. 119, 116 S.E. 606 (1923); Baldwin v. Atlanta Joint Stock Land Bank, 189 Ga. 607, 7 S.E.2d 178 (1940); Parramore v. Williams, 215 Ga. 179, 109 S.E.2d 745 (1959).

After a life insurance policy has matured by the death of the insured, the policy may be assigned as any chose in action regardless of any stipulation in the policy. Progressive Life Ins. Co. v. Bohannon, 74 Ga. App. 617, 40 S.E.2d 564 (1946).

An assignment of an insurance policy for value received which recites that it "is an absolute assignment" is an absolute assignment as against the original beneficiary, and the insured under such an assignment will have no interest in the policy after assignment. Parramore v. Williams, 215 Ga. 179, 109 S.E.2d 745 (1959).

A beneficiary, having only a divestible interest which is not a vested right, is, in effect, divested of this interest by the assignment of an insurance policy subject to the payment of a debt. Ruis v. Bank of Albany, 213 Ga. 41, 96 S.E.2d 580 (1957).

- Trial court properly denied the appellant's motion to stay arbitration and granted the appellees' motion to compel arbitration because the assignment of the claims to the reinsurance company was valid and enforceable and, therefore, the reinsurance company could proceed as the sole claimant. McLarens Young Int'l, Inc. v. Am. Safety Cas. Ins. Co., 334 Ga. App. 819, 780 S.E.2d 464 (2015).

Subscription to capital stock of railroad company is a chose in action and assignable, and the assignee can enforce its payment under circumstances where the company could do so. Chattanooga R. & C.R.R. v. Warthen, 98 Ga. 599, 25 S.E. 988 (1896).

Any chose in action involving a property right may be assigned, and so a deed, as made after a breach, vested all the rights of the grantor as to this property, including the right to sue. Evans v. Brown, 196 Ga. 364, 27 S.E.2d 300 (1943).

- Automobile dealer had the right to assign a retail installment sales contract, and a discount deducted from the face amount of the contract when it was sold to a finance company was not a finance charge required to be disclosed by the dealer to the purchasers. Chancellor v. Gateway Lincoln-Mercury, Inc., 233 Ga. App. 38, 502 S.E.2d 799 (1998).

Chose in action based on tort is transferable where it directly involves right of property. Colter v. Livingston, 154 Ga. 401, 114 S.E. 430 (1922); Lamon v. Perry, 33 Ga. App. 248, 125 S.E. 907 (1924); Lumpkin v. American Sur. Co., 69 Ga. App. 887, 27 S.E.2d 412 (1943); Ricketts v. Liberty Mut. Ins. Co., 127 Ga. App. 483, 194 S.E.2d 311 (1972).

While action is pending for tort, there can be no legal assignment of the cause of action or of the damages to be recovered. Gamble v. Cent. R.R. & Banking Co., 80 Ga. 595, 7 S.E. 315, 12 Am. St. R. 276 (1888); Sullivan v. Curling, 149 Ga. 96, 99 S.E. 533, 5 A.L.R. 124 (1919); Colter v. Livingston, 154 Ga. 401, 114 S.E. 430 (1922).

Therefore, an action of deceit arising under O.C.G.A. § 51-6-2, which is a tort, is not assignable. Bates & Co. v. Forsyth, 64 Ga. 232 (1879).

- Where a surety company contracts to indemnify a bank against loss occasioned by the defalcation of any employee thereof, and upon an alleged defalcation by one of the bank's employees, the company pays the loss sustained by the bank upon the presentation to it by the bank of a claim of loss in accordance with the terms of the contract, the bank may properly transfer and assign its right of action against the employee to recover the amount of its loss to the company, and the surety company may maintain an action in its own name against the defalcating employee of the bank to recover the amount paid by it to the bank under the contract of indemnity made with the bank. Lumpkin v. American Sur. Co., 61 Ga. 777, 7 S.E.2d 687 (1940), later appeal, 69 Ga. App. 887, 27 S.E.2d 412 (1943).

Liability is asset assignable by trustee in bankruptcy of a corporation under an order of the referee in bankruptcy. Baker v. Sutton, 47 Ga. App. 176, 170 S.E. 95 (1933).

Transfer of note is fully within the terms of O.C.G.A. § 44-12-22. Jackson v. State, 5 Ga. App. 177, 62 S.E. 726 (1908).

- See Mordecai v. Stewart, 37 Ga. 364 (1867); Barron v. Walker, 80 Ga. 121, 7 S.E. 272 (1887); Akin v. Feagin, 90 Ga. 72, 15 S.E. 654 (1892); Nix v. Ellis, 118 Ga. 345, 45 S.E. 404 (1903); Central of Ga. Ry. v. King Bros. & Co., 137 Ga. 369, 73 S.E. 632 (1912); Southern Ry. v. Pitner & Raines, 17 Ga. App. 451, 87 S.E. 754 (1916).

Right of action on letter of credit is assignable. Adams v. Williams, 125 Ga. 430, 54 S.E. 99 (1906).

- Although a bond for title obligated the owners of certain land to make title thereto to the obligee, heirs, executors, and administrators, without adding assigns, it is nevertheless assignable under O.C.G.A. § 44-12-22. Fulcher & Co. v. Daniel & Son, 80 Ga. 74, 4 S.E. 259 (1887).

Architects' certificate is assignable. Timmons v. Citizens Bank, 11 Ga. App. 69, 74 S.E. 798 (1912).

- An entry in a bank book is equivalent to a receipt for money and is, consequently, evidence of a loan and of a contract for repayment on demand; as such, it is sufficient to establish the relation of debtor and creditor between the parties and it is assignable so as to vest a right of action in the assignee in the assignee's own name. Flanders & Huguenin v. Maynard, 58 Ga. 56 (1877).

Covenants are assignable. Tucker v. McArthur, 103 Ga. 409, 30 S.E. 283 (1898).

Right of heir to interest in ancestor's estate is assignable. Greenwood v. Greenwood, 178 Ga. 605, 173 S.E. 858 (1934).

Contingent right in certain real estate is assignable even though it is not at all certain that it would ever be transformed into a present right. Chattahoochee Holdings, Inc. v. Marshall, 146 Ga. App. 658, 247 S.E.2d 167 (1978).

- Although a debtor has no vested title or interest in an exemption at the time of its sale or assignment, the debtor has a chose in action and a potential right in the nature of a defeasible title, which is assignable. Eibel v. Mechanics Loan & Sav. Co., 52 Ga. App. 349, 183 S.E. 133 (1935).

An interest in the title to an exemption may be assigned in good faith to a creditor, not only before the exemption is set aside by the court, but even before bankruptcy proceedings are instituted. Eibel v. Mechanics Loan & Sav. Co., 52 Ga. App. 349, 183 S.E. 133 (1935).

O.C.G.A. § 44-12-22 inapplicable to bill of lading. Postell v. Avery & Co., 12 Ga. App. 507, 77 S.E. 666 (1913).

- The exclusive use of a person's name conveyed to a party for consideration may be assigned by that party in an enforceable contract. Fletcher v. Atlanta Bd. of Realtors, Inc., 250 Ga. 21, 295 S.E.2d 737 (1982).

- Appellate court properly affirmed the denial of summary judgment to a lawyer on a legal malpractice claim because in light of assignments allowable under O.C.G.A. §§ 44-12-22 and44-12-24, the Georgia Supreme Court agrees that the assignment of legal malpractice claims is not prohibited as a matter of law. Villanueva v. First Am. Title Ins. Co., 292 Ga. 630, 740 S.E.2d 108 (2013).

Georgia Supreme Court agrees with the Georgia Court of Appeals that legal malpractice claims are not per se unassignable. Villanueva v. First Am. Title Ins. Co., 292 Ga. 630, 740 S.E.2d 108 (2013).

Assignee can acquire no greater rights than the assignor had. Healey v. Morgan, 135 Ga. App. 915, 219 S.E.2d 628 (1975).

Contracting parties may waive or renounce what law has established in their favor provided such waiver or renunciation does not thereby injure others or affect the public interest. Young v. John Deere Plow Co., 102 Ga. App. 132, 115 S.E.2d 770 (1960).

Debtor under a conditional sale contract, by expressly agreeing not to set up as a defense to an action on the contract by the assignee thereof any claim the debtor may have had against the assignor of the contract, waived the right to plead failure of consideration in an action on the contract by the assignee, and such plea and the cross action for the down payment are without merit. Jones v. Universal C.I.T. Credit Corp., 88 Ga. App. 24, 75 S.E.2d 822 (1953); Young v. John Deere Plow Co., 102 Ga. App. 132, 115 S.E.2d 770 (1960).

Because third party failed to present sufficient evidence supporting its position that it had a right, as successor in interest, to sue on a creditor's account with the creditor's debtor in order to support that right, summary judgment in its favor in suit against the debtor was erroneously entered. Ponder v. CACV of Colo., LLC, 289 Ga. App. 858, 658 S.E.2d 469 (2008).

- If the agreement is for a consideration, it is binding on the same terms as any other agreement; and if it is executed, it needs no consideration. National Sur. Corp. v. Algernon Blair, Inc., 114 Ga. App. 30, 150 S.E.2d 256, rev'd on other grounds, 222 Ga. 672, 151 S.E.2d 724 (1966).

Claim of assignee of judgment is subject to such equities and defenses as may have existed in favor of the judgment debtor against the judgment creditor at the time of the assignment, but is not subject to rights which did not then exist in favor of such judgment debtor and of which the judgment debtor did not become possessed until some time later, as by the subsequent purchase of judgments against the judgment creditor. Sheffield v. Preacher, 175 Ga. 719, 165 S.E. 742 (1932).

Equities existing between assignor and debtor include the terms and conditions of the contract under which the indebtedness arose. National Sur. Corp. v. Algernon Blair, Inc., 114 Ga. App. 30, 150 S.E.2d 256, rev'd on other grounds, 222 Ga. 672, 151 S.E.2d 724 (1966).

- The equities between the maker and the payee, originating after a transfer to a third person, will not affect the rights of the holder, though the transfer is made after the note becomes due. Central Trust Co. v. Fargason, 21 Ga. App. 696, 94 S.E. 902 (1918).

- An assignee may sue in own name, but a mere equitable assignment or interest arising from paying for a chose in action, without written transfer, gives no right to sue upon it in the name of the equitable assignee. Florida Coca Cola Bottling Co. v. Ricker, 136 Ga. 411, 71 S.E. 734 (1911). See also Lamon v. Perry, 33 Ga. App. 248, 125 S.E. 907 (1924).

- Where the subject matter of a sale, purchase, and assignment is not a mere naked right of action, but assignable property, such as an execution, mortgage and note, the ownership carried with it a right to sue as an incident of such ownership. Reed v. Janes, 84 Ga. 380, 11 S.E. 401 (1890).

Upon the transfer to the plaintiffs of a bill of lading calling for a full quantity of corn, there is assigned to plaintiffs the right of action for the defendant's loss or conversion of a part of the corn. Askew & Co. v. Southern Ry., 1 Ga. App. 79, 58 S.E. 242 (1907).

Mere equitable title insufficient when plaintiff relies on title to recover possession of personal property wrongfully withheld from the plaintiff who must show a legal title; a mere equitable title will not suffice. Eibel v. Mechanics Loan & Sav. Co., 52 Ga. App. 349, 183 S.E. 133 (1935).

- An instrument, other than a draft, purporting to assign a sum of money to be paid out of a fund claimed to be in the hands of another, without describing the identical money intended to be conveyed, will not of itself convey legal title to any part of the fund which in fact may be in the hands of such other person; if anything is conveyed it is an equitable interest in the entire fund. Western & A.R.R. v. Union Inv. Co., 128 Ga. 74, 57 S.E. 100 (1907).

Choses in action are not subject to seizure and sale under executions based upon ordinary judgment, and can only be reached by the judgment creditor through a garnishment or some other collateral proceeding; and, inasmuch as such garnishment or collateral proceeding is necessary to fix the lien of the judgment so as to make it effective, an assignment of the chose in action by the debtor before the institution of such collateral proceeding passes to the assignee the property of the debtor in the chose in action assigned, freed from the lien of a general judgment previously rendered against the assignor. Greenwood v. Greenwood, 178 Ga. 605, 173 S.E. 858 (1934).

- Where a second assignment is of the entire chose in action, it vests in the assignee the legal title to the whole chose in action, and it is entitled to priority over the holder of a prior partial assignment of a chose in action to which the debtor of the assignor has not assented. King Bros. & Co. v. Central of Ga. Ry., 135 Ga. 225, 69 S.E. 113, 1912A Ann. Cas. 672 (1910).

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Choses in Action

Paul McMahon Intangibles

Intangible Property

Most intangible property rights are so-called “choses in action”. A chose in action is a right asserted by legal action. The classic type of chose in action is a debt or an incontrovertible contractual obligation. It also includes a wide range of assets such as stocks, shares, insurance policies. The rights of a beneficiary under its trust is an equitable chose in action. The essential right of a partner is to an account of the partnership assets generally, on winding up.

Intellectual property rights cover a range of rights, which are protected by statute or common law. Copyright consists of a bundle of rights in respect of original works. They protect against copying. A patent protects an inventor of an invention for a period of 20 years. A trademark protects the goodwill associated, with particular goods. Other rights, such as industrial designs and semiconductor chip designs, enjoy similar statutory protection.

A range of other rights, such as confidential information and goodwill are protected by common law. Various rights and remedies are available from the courts to counter interference with such rights.

Nature of Chose in Action

A chose in action is a quasi-property right which may be ultimately asserted by legal action. The expression embraces a wide variety of assets and quasi-assets. The classes of chose in action vary in respect of their assignability and the nature of the rights and property concerned.

In broad terms, choses in action are divided into legal choses in action and equitable choses in action. However, there are choses in action outside of these categories and choses in action which are not enforceable in court but depend for their existence on other circumstances and factors.

A legal chose in action is one which was historically enforced by action at law (as opposed to in equity). Rights enforceable by action at law include rights under contracts, claims for unliquidated damages for breach of contract or a right of action based on tort. The right of the trustee to recover trust assets is a legal chose in action.

Equitable choses were those originally enforced by the courts of equity. They arise out of property rights over which the Chancery Court formerly had exclusive jurisdiction, including, in particular, equitable interests in property, shares in partnership and shares in funds.

Equitable rights to the property include beneficial interest under trusts, many interests in funds, reversionary interest in estates and shares in partnerships. Equitable choses in action include claims in equity for misfeasance, breach of trustee and relief against forfeiture.

Examples of Choses in Action

The following are examples of choses in action;

debts whether by contract or by instrument under seal;
mortgage debts;
debentures;
rights to rents;
tithes and annuities;
many interests in funds,
negotiable instruments,
promissory notes;
bills of exchange.
insurance policies;
charterparties.

A chose in action need not be evidenced by an instrument; such as for example;

patent rights;
dividends due;
contractual rights from a verbal contract.

Debts, Accounts and Policies

Certain types of assets are effectively legal claims, which can only be enforced by Court Action. A debt, insurance policy or bank account can be mortgaged by being assigned to the mortgagee as security. In order to complete the security, notice should be given to the debtor or the party who has the obligation to pay, who should in turn confirm and acknowledge such assignment.

An assignment and notice in writing is essential to give the assignee the right to sue and enforce the obligation in its own name. Failure to give notice does not render the assignment void. Instead, it means that it can only be enforced indirectly. The priority of assignments is determined by the date of notice to the debtor/covenanting party. Therefore, failure to give notice may cause priority to be lost, if a later assignment is notified first.

Security Assiignments

A security assignment may be taken over rents receivable, in the same manner as over any debt or third party liability. A formal security assignment is the best way to procure effective security. The tenant should be notified to pay the rent to a nominated account. This can be a very effective security, in the case of an investment property.

It is possible to create a fixed charge over monies due, such as accounts receivable (e.g. unpaid invoices). It is necessary that the borrower does not control the account and only makes withdrawals with the lender’s specific consent. It is often desirable for a lender to create a fixed charge over a borrower’s debtors as these may constitute a significant asset.

Many attempts to create a fixed charge over a receivable, leave the borrower with too much control, so that the such charges take effect if at all, as floating charges, with the consequent weaknesses and vulnerability. Certain Irish Revenue debts have priority over fixed charges over book debts.

There are very little limitations on what might be contained in a contract. Usually there are rights and obligations on the respective parties. One person’s rights are equivalent to the other person’s obligation. The obligations or rights “receivable” are often capable of assignment. This might comprise a right to payment or the right to require performance

The developer’s rights under a building contract and various associated contracts may be assigned by way of security to a bank. More commonly, the lender acquires direct rights that allow the lender or its nominee the option of assuming the rights and obligations of the borrower under the contracts.

Many contracts are not capable of assignment. There is a presumption that a contract may be assigned, unless it is expressed or implied otherwise. An assignment involves an outright transfer of the benefit of the contract. It is not possible to transfer the burdens or obligations under a contract.

It is possible to subcontract their performance to a third party. However it is a fundamental principle that a person who has undertaken obligations cannot get rid of his obligations by transferring or assigning them.

Bank Accounts

A bank account is a debt owed by the bank to the customer. The customer does not “own” the deposit as such and it is not property. Rather it is a claim against the bank. A debt, asset or receivable is mortgaged by assignment in writing followed by notice to the debtor.

Certain difficulties arise with a charge over a deposit with the lender itself. Generally, it is not possible to take a security charge over the mortgagee’s own debt (which is what the deposit is). There is a mechanism to avoid this difficulty and EU regulations have assisted and simplified this type of security.

Insurance Policies

The Policy of Insurance Act provides that an assignment of an insurance policy must be in writing, either by endorsing the policy or by a separate instrument. Written notice of the assignment must be given to the insurance company at their principal place of business. The company should acknowledge receipt of a notice.

A mortgage of an insurance policy takes the form of an assignment with a provision for re-assignment. The assignments take effect in order of notice.

A “legal” mortgage may be taken over shares by making a transfer of them to the mortgagee, subject to an agreement to re-transfer. The mortgagee will be registered as shareholder. It is not possible to note a mortgage on the register of shares of a company.

An “equitable” mortgage of shares can be taken by way of a transfer executed by the mortgagor, leaving the name of the transferee blank. The share certificate should also be delivered. It is possible to give a company a stop notice that entitles the mortgagee to notice of an application to transfer and gives the mortgagee the opportunity to obtain a restraining order.

Intellectual Property

A mortgage over intellectual property, which comprises patents or trade marks must be signed, transferred and registered on the Register. A mortgage is registered in the Patents Office. Mortgages have priority in order of registration.

The grant of security over the following assets must be registered in the Patents Office;

trade marks;
registered designs.

There is no register of copyright. A mortgage of copyright is taken by way of a transfer subject to an obligation to re-transfer upon redemption.

Assignability of Rights

It is possible to assign some, but not all, intangible rights. They are usually assigned by written assignment, followed by notice to the obligor (other party). Equitable interests may be created over intangible rights.

A right to sue for an indefinite amount, such as a right to compensation, is usually non-transferable on public policy grounds. Where, however, the transferee has a genuine interest in the litigation, an assignment may be permitted.

References and Sources

Irish Texts

Modern law of personal property in England and Ireland 1989 Bell

Consumer Law Rights & Regulation 014 Donnelly & White

Commercial Law White 2012 2 nd ed

Commercial & Economic Law in Ireland 2011 White

Commercial Law 2015 Forde 3 rd ed

Irish Commercial Precedents (Looseleaf)

Commercial & Consumer Law: Annotated Statutes 2000 O’Reilly

Irish Tort Legislation Fahey Irish Tort Legislation 2015

Personal Property Law: Text and Materials 2000 Sarah Worthington

Personal Property Law (Clarendon Law Series) 2015 Michael Bridge

The Law of Personal Property 2017 Professor Michael Bridge and Prof. Louise Gullifer

The Principles of Personal Property Law 2017 Duncan Sheehan

Crossley Vaines on Personal Property 1967 by J C Vaines

The Law of Bills of Sale 2017 James Weir

Palmer on Bailment 2009 Norman Palmer

The Reform of UK Personal Property Security Law: Comparative Perspectives 2012 John de Lacy

The Law of Personal Property Security 2007 Hugh Beale and Michael Bridge

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Choses in Action (Volume 13 (2021))

If it's not in halsbury's then it's not the law..

Covering every proposition of the law of England and Wales, however niche, Halsbury's Laws provides all your legal answers in a single source.

1. Description and Classification

1. meaning of 'chose in action'., 3. classification as legal or equitable choses in action., 6. rights under a contract., 7. rights or causes of action., 9. intellectual property., 10. equitable rights., 12. rights which are not choses in action., 2. locality of chose in action., 4. other methods of classification., 8. shares etc., 11. leases over land., 2. assignment of choses in action, 13. historical development of the law of assignment., 15. modes of transfer., 16. assignments by and to the crown., 17. assignments by the law merchant., 18. transfer of shares and securities., 19. transfer of bills of exchange and other negotiable instruments., 20. assignment of rights under insurance policies., 21. transfer of intellectual property rights., 25. modes of assignment of choses in action in equity., 26. equitable assignment by way of charge., 28. mode and form of assignment in general immaterial., 29. when writing is required., 30. future choses in action., 31. distinction between existing and future choses in action., 32. communication to assignee of assignment., 35. rule that the assignor must have done everything necessary to transfer title to the assignee., 37. examples of equitable assignments., 38. examples of transactions which are not equitable assignments., 39. assignment of securities., 40. notice to debtor not necessary as between assignor and assignee., 42. payment to assignor before notice to debtor., 43. priority determined by notice to debtor., 44. absence of negligence on part of first assignee immaterial., 45. priority of competing equitable interests in land., 46. notice in writing., 47. when informal notice is sufficient., 48. form and time of notice., 49. to whom notice should be given., 50. notice of dealings with equitable interests in land and the proceeds of sale of land., 52. notice where there are several trustees of the fund., 53. indorsement on trust instrument in lieu of notice., 55. funds in court., 56. notice to company., 60. assignee subject to equities., 62. assignee of bond, mortgage debt or debenture., 63. set-off and cross-claims., 65. equities in case of trust funds., 68. right of assignee to sue in his own name., 70. liability of debtor after notice., 72. provisions for legal assignment of debts and other legal things in action., 73. general effect of statutory provisions., 74. meaning of 'debts'., 75. rights included in 'other legal things in action'., 76. necessity for assignment to be absolute and not to purport to be by way of charge., 79. form of assignment., 80. notice in writing., 81. transfer of legal right., 82. transfer of remedies., 83. transfer subject to equities., 84. stakeholder claim or application (formerly 'interpleader')., 85. payment into court., 87. bankruptcy and insolvency., 90. the third parties (rights against insurers) act 2010., 14. general power of assignment., 22. assignment of bills of lading., 23. assignment of leases etc., 24. recognition of assignment in equity., 27. assignment of part of a chose in action., 33. consideration, and voluntary assignment of an equitable chose in action., 34. consideration and voluntary assignment of a legal chose in action., 36. consideration and contracts to assign., 41. notice as between assignee and debtor., 51. nomination of trust corporation to receive notices., 54. stop notices as respects stocks and shares., 57. notice to solicitor., 58. duty of estate owner., 59. failure to give notice., 61. duty of debtor on receiving notice., 64. equities against intermediate assignor., 66. benefit of assigned contract subject to burdens., 67. release of equities., 69. right of assignor to sue., 71. when assignee may give valid discharge., 77. voluntary assignment., 78. object of assignment., 88. other statutory transfers., 89. subrogation generally., 91. court orders., 3. choses in action not capable of assignment, 92. public policy., 93. bankruptcy., 94. pensions and salaries to public officers., 95. salaries not assignable., 96. pensions, welfare benefits, etc., 97. maintenance., 98. bare right of action., 99. right of action incident to a right in property or assignee has genuine commercial interest in taking the assignment., 100. personal contracts and covenants., 101. provision in contract against assignment., to view this document in full, take a free 7 day trial of lexisnexis and benefit from:.

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Chose in Action

Practical law canada glossary 0-621-0054 (approx. 2 pages).

Canada (Common Law)

§ 954 Form 1. Assignment—Chose in action | Secondary Sources | Westlaw

§ 954 Form 1. Assignment—Chose in action

Cacf-civ § 954 form 1 jay e. grenig west's california code forms with commentaries, civil (approx. 3 pages).

University Law
PQ and Answers

EQUITY 1.4 NOVATION AND ASSIGNMENT

Equity and Trust I

ASSIGNMENT OF CHOSES IN ACTION.

A chose in action is a personal intangible right in property which can only be enforced by taking legal proceedings and not by taking physical possession. A cursory appreciation of property is necessary for a proper understanding. Property can be classified into:

Realty : immovable
Personal : Movable property further classified into:
1 Tangible : chose in possession capable of being physically possessed and stolen.
2 Intangible : these are choses in action incapable of physical possession. Rights over them can be enforced only through legal action. A chose in action may be:
2.1 Legal Chose in Action: Recoverable by action at common-law. for example debt, copyright, shares, and so on.
2.2 Equitable Chose in Action: only enforced by proceeding in equity like fund, or legacy under a will.

At common-law, only a legal chose could be assigned provided the consent of the debtor was obtained. Except assignment was done by the king, or as regards mercantile choses in action (like negotiable instruments which are transferrable by mere delivery). To prevent a floodgate of suits.

Classification of Assignment .

Section 25 of the Judicature Act removed the common-law rule against assignment. An assignment of choses in action has been classified into legal and equitable above, however for further elucidation they can be classified into four categories viz:

Legal (statutory) assignment of Legal Chose : an assignment of a legal chose according to prescribed formalities.
Legal (statutory) Assignment of Equitable Chose : an assignment of equitable chose in action according to formalities.
Equitable assignment of Legal Chose : assignment of legal chose without full compliance with formalities.
Equitable Assignment of Equitable Chose : assignment of an equitable chose without complying with formalities.

Note however that on grounds of public policy, certain choses cannot be assigned like Pension right ( section 18 of the Pensions Act 1979 ), alimony, maintenance, salary, moto insurance policy and the likes.

To amount to STATUTORY ASSIGNMENT: The court in Udukason Enterprises V Robinson Olisa noted that the assignment must be [1] :

Absolute : not an assignment of part of a fund or by way of charge. In Western Nigerian Finance Company V West Coast Builders , an assignment of 25 percent of debt was held to be an assignment in part.
In writing and signed by the assignor.
Written notice must be given to the debtor which takes effect from the time of receipt.

A statutory assignment of chose enables the assignor to sue in his name.

EQUITABLE ASSIGNMENT: Arises due to non-compliance with formalities stipulated in the law. The following are guiding requirements

An intention to assign.
A sufficiently identified chose (out of a specified fund).
Consideration must be furnished as Equity would not aid a volunteer.
The assignment Need NOT be in writing.
Need NOT be absolute: the assignee would have to join the assignor in a suit where the assignment is not absolute.
Notice may or may not be given to the debtor. Notice may however be relevant in the following situations:
To determine priority. (the rule in Dearle V Hall (discussed later)).
To ensure payment to the assignee.
An assignee cannot take a better title except notice has been received by the debtor or it is a negotiable instrument and a holder in due course for value takes a good title.
A notice in writing may make an absolute equitable assignment a legal assignment.

The rule in Dearle V Hall .

Where the owner of an equitable interest in pure personalty assigns same to more than one assignees, the priority does NOT depend on dates of creation but on the dates on which the trustee (debtor) receives notice. Except an assignee has notice of a previous assignment. (Not verbatim)

In this case (Dearle V Hall), one Brown assigned his interest first to Dearle, Sherring (second) and Hall (third) in 1808, 1809 and 1812 respectively. Hall (the last assignee) served the executors notice of the assignment. The court held that Hall was entitled since notice of his assignment reached the executors first and he had no notice of previous dealings.

Where notice is received at the same time, priority shall be determined in the order which the interests were created.

Notice can be oral or in writing. In Lloyds V Bank , notice received through newspaper was sufficient. Section 152 Property and Conveyancing Law (Ogun State) preserved this rule provided notice is given in writing (similar provisions can be found in the laws of other states).

DISTINCTION BETWEEN NOVATION AND ASSIGNMENT.

A novation occurs where contracting parties (by agreement) shift the burden of repaying a debt. In simple terms: Where A owes B #50 and B owes C #50, both A, B and C can agree that A should pay C the money due. See GB Olivant V Effioms .

Consideration : Novation must be supported by consideration. While (as stated above) a legal assignment of chose in action does not need to be supported by consideration.
Consent : Under novation, all the parties must consent while under Assignment of choses in action, the consent of the debtor may not be required.
Notice : under novation, notice must be given to the debtor and creditor while under equitable assignment, notice is not essential.
Absolute : Unlike an equitable assignment, novation requires that the original debt must be totally extinguished.

[1] See also Section 25 judicature act 1873, section 150 Property and Conveyancing Law (Ogun State).

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12 Assignments of debts and choses in action

Any absolute assignment by writing under the hand of the assignor (not purporting to be by way of charge only) of any debt or other legal chose in action, of which express notice in writing has been given to the debtor, trustee, or other person from whom the assignor would have been entitled to receive or claim such debt or chose in action, shall be, and be deemed to have been effectual in law (subject to all equities which would have been entitled to priority over the right of the assignee if this Act had not passed) to pass and transfer the legal right to such debt or chose in action from the date of such notice, and all legal and other remedies for the same, and the power to give a good discharge for the same without the concurrence of the assignor: Provided always that if the debtor, trustee, or other person liable in respect of such debt or chose in action has had notice that such assignment is disputed by the assignor or anyone claiming under the assignor, or of any other opposing or conflicting claims to such debt or chose in action, the debtor, trustee or other person liable shall be entitled, if he or she thinks fit, to call upon the several persons making claim thereto to interplead concerning the same, or he or she may, if he or she thinks fit, pay the same into court under and in conformity with the provisions of the Acts for the relief of trustees.

Assignment Of Choses In Action

Contributor

INTRODUCTION

As a general rule and based on the doctrine of privity a contract cannot confer rights or impose obligations on any person except the parties to the contract. Accordingly, a contract cannot be enforced by or against a person who is a stranger to it even if the contract is made for his benefit and purports to give him the right to sue or to make him liable upon it. The main reason for this is that it is the parties' contract, and they are always free to vary or discharge it by agreement. The creation of a third party right would impede this freedom unless an agreement for such third party involvement has been made part of the agreement. 2

As with every general rule, there is always an exception. One of the exceptions to the doctrine of privity of contract arises in the assignment of choses in action where the owner of a contractual right can transfer same to a third party without the consent of the debtor (the counter-party to the contract), thereby enabling the third party to enforce the right against the debtor. The process of transfer of such a right is known as "assignment" and the types of property which are susceptible to this type of transfer are known as "choses in action." 3

This article sets out to trace the evolution, incidence, and the conditions precedent for a valid assignment of choses in action under Nigerian law.

WHAT ARE CHOSES IN ACTION?

Choses in action is a legal expression used to describe all personal rights of property which can only be claimed or enforced by action and not by taking physical possession of them. They are also called "things in action" because they are things which a person is not possessed but has to bring an action in court in order to recover them. 4 Choses in action may be legal or equitable. Legal choses in action are those which could historically only be enforced by an action at common law whilst equitable choses in action are choses in action which could only be enforced in the courts of equity- they arose out of property rights over which the Chancery Court formerly had exclusive jurisdiction. 5 Examples of choses in action include debts, shares, negotiable instruments, policies of insurance, bills of lading, patents, copyrights, rights under trusts and legacies, 6 benefit of a contract for sale of reversionary interest, rights to claim indefinite sums of money, as for compensation under Statute; damages for loss in which the assignee was the assignor's insurer, a debt or benefit arising out of an existing contract, but payable at a future time 7 and a claim for damages in tort. 8 All these are intangible rights which cannot be physically possessed but only claimed or enforced by an action in court. They are in law permitted to be assigned by the holders (though they can neither be seen nor possessed) to third parties who would be able to enforce the rights against the debtors even though they were not parties to the original contract.

ASSIGNMENT OF CHOSES IN ACTION

The term "assignment" refers to the act of transferring to another all or part of one's property, interest, or rights. The term denotes not only the act of transfer, but also the instrument by which it is effected. 9 In Julius Berger (Nig) Plc & Anor v. Toki Rainbow Community Bank Ltd 10 the Court of Appeal held that "assignment means to give something to some body for their use or benefit. It also may mean to transfer right, property or title from the persons legally entitled to them to some body else for their benefit."

ASSIGNMENT AT COMMON LAW

Historically, under common law contractual rights were hitherto not assignable without the consent of both contracting parties since they were things in action as opposed to things in possession. This common law rule stemmed from the difficulty of conceiving of transfer of an intangible, and the desire to avoid maintenance and champerty. 12 The only methods of assigning contractual rights at common law were by novation and by procuring the debtor's acknowledgment that he held for the assignee, both of which required the consent of the debtor, unless the assignment was done by the king or it involved the assignment of a mercantile chose in action like a negotiable instrument which are transferrable by mere delivery. Accordingly, legal choses in action could only be assigned at law with the consent of the debtor. The assignor was however, required to be joined as a party to any action to enforce the assignment (either as a plaintiff if he consented or as a defendant in the absence of consent) since there was no privity of contract between the debtor and the assignee.

Given the rigors of assignment of legal choses in action under the common law, the courts of equity developed more flexible requirements for the assignment of equitable choses in action. However, the most significant intervention was introduced by the enactment of the English Judicature Act of 1873 13 which introduced the concept of statutory assignment.

STATUTORY ASSIGNMENT

The enactment of the Judicature Act, 1873 (a statute of general application in Nigeria) 14 created an exception to the doctrine of privity of contract by introducing the concept of trust of a chose in action in section 25(6) 15 of the Act, which provides as follows:

CONDITIONS FOR A VALID ASSIGNMENT OF CHOSES IN ACTION

In order for Section 25(6) of the Judicature Act 1873 to apply, three conditions must be fulfilled:

The assignment must be absolute and not purport to be by way of charge only

It must be in writing under the hand of the assignor

Express notice in writing thereof must be given to the debtor or trustee

This notice is not required to be in a separate document purposely prepared as a notice and described as such. What is needed is that information relative to the assignment shall be conveyed to the debtor, and that it shall be conveyed in writing. A written demand for payment sent by the assignee to the debtor has been held to be sufficient once the notice is unconditional and given to the debtor personally before the assignee commences his action. It has also been held that since a creditor can assign by directing his debtor to pay the assignee, a single written document would suffice to constitute both the Assignment as well as the notice envisaged by the Act. 20 Furthermore, it is not necessary for the notice to the debtor to be given by the assignor or the assignee; it may be given by a third party. 21

LEGAL EFFECT OF A STATUTORY ASSIGNMENT

Once the above conditions have been fulfilled, certain legal consequences immediately follow:

The assignee can sue the debtor in his own name instead of having to sue in the name of the assignor and perhaps to go to the Court of equity to compel his joinder in the action. 22
Consideration is not required for the assignment. 23
The consent of the assignee is not required for the assignment. However, where it is the liabilities or the burdens under a contract that are to be assigned to a debtor, the consent of the assignee is required. 24
EQUITABLE ASSIGNMENT OF CHOSES IN ACTION

Any words will suffice provided they are unambiguous to the effect that an identifiable debt has been made over by the creditor to some third person. 26 No privity of contract or consideration is required for equitable assignment provided that the assignor has, at the material time, done all that he can to perfect the gift. 27

An equitable assignment is binding even without notice to the debtor. However, as a matter of practice, notice to the debtor is very important for three reasons: 28

In the absence of notice the debtor is entitled to discharge his obligations to the assignor and not to the assignee, whereas if he has notice he does so at his own peril and he may well be required to discharge the obligation a second time to the assignee with no entitlement to recovery from the assignor.
The giving of notice to the debtor has an effect on prior equities. The general rule as regards assignment of choses in action is that an assignee takes subject to the equities that already apply to the property in question. Thus, anyone who has a prior interest (legal or equitable) in an assigned chose is entitled to a higher priority than that of the assignee. The reason for this is that the assignee cannot acquire a better title than that of the assignor. What he essentially gains by virtue of the assignment is a right to continue in the stead of the assignor in respect of that chose and nothing better. 29 Claims of equities that arise after notice of the assignment has been given to the debtor would not affect the assignee, except where the claim is very closely related to the original transaction upon which the chose came into existence. The rule that the assignee takes subject to equities will not apply where the trustee is estopped, either by conduct or deed, from setting up equities against the assignee. It would not also apply where the agreement occasioning the original transaction includes a clause that the assignees of the assignor would take free from all equities. 30
The date of notice establishes the order of priority as between successive assignees. Thus, where there are two or more assignees of the same chose in action, the first to give notice has priority over the other assignees even if they were first in time. 31

Assignment of choses in action provides a veritable avenue for the exchange of contractual rights, especially when the assignor does not have the wherewithal to enforce the right in court. This creates a win-win situation for the assignor and the assignee, as the assignor is immediately able to receive value for his rights and the assignee is able to enforce the right to receive whatever benefit he has contracted for whilst the debtor's position is not adversely affected. The parties, however, need to understand the applicable principles so that they would know the extent of any rights that they acquire in any given transaction.

1 Emmanuel Abasiubong Bassey, Senior Associate in the Dispute Resolution Department of S.P.A. Ajibade & Co., Lagos, Nigeria.

2 Makwe v. Nwukor & Anor (2001) LPELR-1830(SC) (pp 25 - 25 paras D - E).

3 See, Ben Electronic Co. (Nig) Ltd v. ATS & Sons & Ors. (2013) LPELR-20870(CA) (pp 62 - 98 paras A - E). It was however, held that the benefit of a contract is only assignable in cases where it can make no difference to the person on whom the obligation lies to which of two persons he is to discharge it. See, Tolhurst v. Associated Portland Cement Manufacturers Ltd (1902) 2 K.B. 660 at 668, (1903) A.C. 414 cited in Julius Berger (Nig) Plc & Anor v. Toki Rainbow Community Bank Ltd (2009) LPELR-4381(CA) (pp 24 - 25 paras E - C).

4 I. E. Sagay, Nigerian Law of Contract (first published 1985, 2nd Edn, Spectrum Books Limited, Ibadan, 2000) 516.

5 See, https://mcmahonsolicitors.ie/choses-in-action/ [accessed on 14th December 2023.]

7 See, Ben Electronic Co. (Nig) Ltd v. ATS & Sons & Ors ( supra ).

8 See, FCMB v. Essien (2022) LPELR-58699(CA) (pp 6 - 6 paras E - F).

9 See, FCMB v. Essien ( supra ).

10 Julius Berger (Nig) Plc & Anor v. Toki Rainbow Community Bank Ltd (2009) LPELR-4381(CA) (pp 24 - 25 paras E - C).

11 The following choses are however not assignable: (1) Salaries of public officials. This is because it is perceived that if allowed to assign their salaries, they may deprive themselves of their means of sustenance and thereby impair the efficiency which is most desirable for the public service; (2) Alimony- because the money is meant for the maintenance of the spouse and (3) Rights arising out of a contract for personal service.

12 Maintenance occurs when a third-party provides support for litigation without a just cause, by providing, for example, financial assistance. Champerty is an aggravated form of maintenance, where a third-party pays some or all of the litigation costs in return for a share of the proceeds.

13 (36 & 37 Vict.) CHAPTER 66.

14 In Nigeria, a statute of general application refers to refers to statutes which were in force in England on the 1st of January, 1900. They were to be applied by the courts in Nigeria as far as local circumstances permit. However, the Western Region is now exempted by virtue of Law of England (Application) Law of 1959. The West African Court of Appeal stated in Young v. Abina that it was not necessary for the statute to be in force in all of the United Kingdom, but it only had to be in force in England. See, https://www.learnnigerianlaw.com/learn/legal-system/englishlaw accessed on 12th December 2023.

15 Section 25 (6) of the Judicature Act i873 which has now been repealed and replaced substantially by Section 136 of the English Law of Property Act, 1925, in England.

16 See, Ben Electronic Co. (Nig) Ltd v. ATS & Sons & Ors. ( supra ). It has been held that the benefit of a contract is only assignable in cases where it can make no difference to the person on whom the obligation lies to which of two persons he is to discharge it. See, Tolhurst v. Associated Portland Cement Manufacturers Ltd (1902) 2 K.B. 660 at 668, (1903) A.C. 414 cited in Julius Berger (Nig) Plc & Anor v. Toki Rainbow Community Bank Ltd (2009) LPELR-4381(CA) (pp 24 - 25 paras E - C).

17 See, https://www.designingbuildings.co.uk/wiki/Legal_and_equitable_assignment [accessed on 14th December 2023].

18 See, Julius Berger (Nig) Plc & Anor v. Toki Rainbow Community Bank Ltd (2009) LPELR-4381(CA) (pp 25 - 26 paras D - D).

19 See, Ben Electronic Co. (Nig) Ltd v. ATS & Sons & Ors ( supra ).

21 See, Bateman v. Hunt, 20 T. L. R. 628.

22 See, Ben Electronic Co. (Nig) Ltd v. ATS & Sons & Ors ( supra ).

24 See, Julius Berger (Nig) Plc & Anor v. Toki Rainbow Community Bank Ltd ( supra ).

25 See, https://www.designingbuildings.co.uk/wiki/Legal_and_equitable_assignment [accessed on 14th December 2023].

26 See, William Brandt's Sons & Co v Dunlop Rubber Co Ltd [1905] AC 454.

27 If it is incomplete, consideration may be required. Consideration will also be required where the assignment concerns some future chose as the agreement in such instance can only be a contract to assign and all contracts must be backed by consideration. See, Ben Electronic Co. (Nig) Ltd v. ATS & Sons & Ors (2013) LPELR-20870(CA) (pp 62 - 98 paras A - E).

28 The notice may be written or oral and the wording of the notice may be informal. A newspaper article may be a sufficient notice to the debtor. See, Lloyd v Banks (1868) LR 3. Ch App 488.

29 Re Knapman (1881) 18 Ch. D 300.

30 https://djetlawyer.com/assignment-of-choses-in-action/#:~:text=An%20assignment%20of%20a%20chose,legal%20(statutory)%20or%20equitable [accessed on 5 December 2023].

31 See, the rule in Dearle v Hall 3 Russell 1, 38 ER 475.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

Corporate/Commercial Law

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To find out more about the Government’s amendments to the Bankruptcy Act visit Bankruptcy amendment .

Choses in action

Official Trustee Practice Statement 6 explains the choses in action in bankruptcy.

a chose in possession is a thing of which the owner has actual enjoyment
a chose in action is a thing of which a person has not the present enjoyment, but merely a right to sue to recover it (if withheld) by commencing an action, and protected by the law.
Examples of choses in action include money due on a bond, the right to recover money by legal action, the right of a beneficiary under a will to “due administration” with respect to the executor, the right to enforce a contract or recover damages for its breach and rights arising by reason of the commission of a tort (civil wrong) or other wrong.
A common situation in bankrupt estates is where a person sells goods to another and then becomes bankrupt. If, at the date of bankruptcy, the purchaser has not paid for the goods, the right to collect payment is an asset that vests in the trustee of the bankrupt estate.
A chose in action may be assigned by written instrument signed by the assignor that is absolute in terms and by notice in writing being given to the debtor (see section 100-5 of the Insolvency Practice Schedule). The Courts have confirmed the right of a trustee to sell a chose in action, including to a discharged bankrupt. This is not possible in the case of an undischarged bankrupt as the “asset” would immediately revest in the trustee under paragraph 58(1)(b) of the Bankruptcy Act 1966 – see also the decision in Meriton Apartments Pty Limited v Industrial Court of New South Wales [2008] FCAFC 172 (13 October 2008) .

Actions where the official trustee commences proceedings

Where a cause of action exists and the bankrupt has not commenced recovery as at the date of bankruptcy, if the cause of action has vested it is open to the Official Trustee to commence proceedings to enforce its rights – for example, to sue for a debt that was previously owed to the bankrupt.
the probability of succeeding in the action
the costs of pursuing the matter
the attitude of the bankrupt’s creditors and whether they want to contribute towards any cost of recovery
the ability of the other party to pay the amount awarded if the trustee is successful, and
the possibility that the trustee could become liable for the defendant’s costs in the event the action is unsuccessful.
Paragraph 19(1)(k) of the Bankruptcy Act affords a trustee protection in circumstances where such actions may be considered not cost-effective to recover.

Assignment of a cause of action

A bankrupt who no longer has the ability to pursue a claim against another party may request that the trustee either pursue the action or sell that right back to the bankrupt (after discharge) or to an associated (third) party. The trustee has a duty to the bankrupt as well as to the creditors in the estate and may consider either possibility.
The potential defendants in the action may challenge any proposed assignment of the cause of action to the bankrupt or their associates. The potential defendants may make a competing offer to purchase the cause of action from the trustee in order to ensure it does not proceed. In any event, either party may challenge the trustee’s decision.

Section 60 of the Bankruptcy Act

Where an action is on foot when bankruptcy occurs, the trustee is required to make an election under subsection 60(2) of the Bankruptcy Act to either abandon the proceedings or continue the action. Subsection 60(3) provides the trustee with 28 days following service of notice of the action to make the election, otherwise it is deemed abandoned.
However, under section 60, there are some types of action in which a trustee is not required to make an election. Pursuant to subsection 60(4), any action involving a “personal injury or wrong” done to a bankrupt, to their spouse or de facto partner or to a member of their family is an action that can be continued by a bankrupt in their own name. Likewise, an action in respect of the death of the bankrupt’s spouse or de facto partner or a member of their family may be continued by the bankrupt. The fruits of any such action are not property a trustee would be entitled to recover as divisible property due to the exemption in paragraph 116(2)(g) of the Bankruptcy Act.
The basic test to determine whether an action relates to a “personal injury or wrong” was set out in Cox v Journaux (No.2) [1935] HCA 48 and has been referred to in many subsequent cases, including Faulkner v Bluett [1981] FCA 3. The test is that an action will be one for personal injury or wrong where the relief sought is to be assessed by immediate reference to the pain felt by the bankrupt in respect of their mind, body or character and without any reference to their rights to property.
In some situations, it may not be immediately clear whether an action commenced by the bankrupt relates to a personal injury or wrong or is referrable to their property rights, and it is possible that an action may contain both elements.

Considerations

A decision as to whether to pursue an action depends on several factors, including the potential amount to be realised in the estate and evidence of liability.
advances and indemnities from creditors
funding under section 305 of the Bankruptcy Act, and/or
applying money in the estate.
Where there is money in the estate that would in the normal course be available to creditors as a dividend, creditors’ views will be sought to ascertain whether they agree that the money being used to pursue the proceeding. Creditors are presented with information to assist in making the decision.

Assignment of actions

The Official Trustee may elect to assign a chose in action where a recovery is not a viable proposition within the administration of an estate. There may be instances where the Official Trustee forms the view that prosecution of the action would not benefit the estate notwithstanding a bankrupt’s opposing opinion.
The Official Trustee has several options for determining the value of the consideration that will depend on the action, the potential cost and benefit to the estate. Creditors will be consulted during the process.
The assignment of the action may be finalised by the Official Trustee and the assignee entering into a deed. Usually, the assignee bears legal costs incurred in preparing the deed, with the trustee’s solicitor vetting the deed.

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Snapshot: can you assign a chose in action in BVI law?

25 October 2021

British Virgin Islands, Jersey

ON THIS PAGE

Christian Burns-Di Lauro

A chose in action means a property right or the right to possession of something that can only be obtained or enforced through legal action - it's an 'intangible', for example, a receivable, a right to recover money or a debt.

BVI statute does not currently provide for the legal assignment of a chose in action governed by BVI law and does not have an equivalent of Section 136 of the English Law of Property Act, 1925. As a consequence of this, any assignment of a chose in action will take effect as an equitable assignment only, regardless of whether notice is given by the assignor to the counterparty.

Where a chose in action is governed by BVI law and has been assigned in equity, if the assignee wishes to sue under the assigned contract it would be required to do so either with the assignor as a co-claimant or by adjoining the assignor as a defendant to any such claim.

For the reasons given above, it is common in the BVI for a chose in action to be transferred by way of novation rather than by way of assignment.

For more information on this topic, please contact our BVI banking and finance team.

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Baby Reindeer ‘firestorm’ has caused untold damage to me, says 'real-life Martha' as she prepares legal action

T he woman who claims to be the inspiration behind the character Martha in Netflix’s Baby Reindeer has said the “firestorm” around the programme has caused “untold damage” to her health, reputation, and job prospects.

Fiona Harvey, who has identified herself as the woman who inspired Martha in the series, said in a statement given to the PA news agency her “ability to make sensible decisions about my welfare and best interests” had also been impacted.

In the drama, said to be inspired by the real-life experiences of comedian and writer, Richard Gadd , his character Donny Dunn is stalked by a woman named Martha Scott after he serves her a free cup of tea in the pub where he works.

At the beginning of the first episode, text appears on the screen which says: “This is a true story.”

I have no doubt that the character of 'Martha' in Baby Reindeer was intended to be a portrayal of me.

Ms Harvey has said Martha was “clearly intended to be based on me” and later added in her statement: “I have no doubt that the character of Martha in Baby Reindeer was intended to be a portrayal of me.”

She continued: “The problem for Richard Gadd and now for Netflix is that Baby Reindeer is not a true story at all.”

“I am not a convicted stalker”.

In the TV series, Martha receives a nine-month prison sentence and a five-year restraining order.

Ms Harvey said: “I have never been charged with any crime, let alone been convicted, still less pleaded guilty and, of course, I have never been to prison for anything.

“This is how Gadd and Netflix chose to portray me in a TV show.”

Ms Harvey alleges that they have done this for “their own financial gain”.

She has also alleged that she was never approached for a comment or for permission to present a character, which she claims was made in her image.

Neither Netflix or Gadd have confirmed the real identity of Martha.

“Nobody ever approached me for any comment on the accuracy of Baby Reindeer, or the very serious and damaging allegation that I am a convicted criminal, with a serious criminal record, who has spent time in prison,” she said.

“Nobody ever asked for my permission to present me in this way or to use my image at all.”

Ms Harvey said that with the assistance of a lawyer she was putting together a legal team “in the UK and in the US” and she will not be making any further media comments until further notice.

She added: “Once I have a legal team in place, I expect that they will make a further statement, setting out the next steps that I will be taking to deal with everything that has happened, as a direct result of the dishonest and false picture of me, painted in Baby Reindeer and in the media generally.

“In the meantime, for the good of my health, please respect my privacy and please stop the endless calls and messages, asking for interviews, comments, and so many other things.

“I have made clear that I am not physically able to cope with relentless harassment from journalists and, if this continues, I will make a report to the police.”

Earlier on in her statement, Ms Harvey referenced a Netflix executive who gave evidence to a Parliamentary select committee earlier in the month.

Netflix’s director of public policy, Benjamin King, told MPs Baby Reindeer was “the true story of the horrific abuse that the writer and protagonist, Richard Gadd, suffered at the hands of a convicted stalker”.

Ms Harvey claims that Gadd, along with the producers of the show and Netflix have profited from marketing Baby Reindeer as a “true story”.

“No doubt Richard Gadd, Clerkenwell Films (who produced the programme) and Netflix have made millions of pounds from this programme, in large part by making so many claims that Baby Reindeer is a true story”, she said.

It comes following a report in The Sun newspaper that Ms Harvey allegedly stalked Sir Keir Starmer and sent the Labour leader 276 messages in less than eight months.

Netflix, Clerkenwell Films and Gadd have been approached for comment.

To receive the best stories in your inbox every day, click here to register for one or more newsletters from The Standard.

Baby Reindeer has caused untold damage says ‘real life Martha’

COMMENTS

Assignment of Choses in Action
A chose generally is a thing capable of being owned. Choses in action may be legal or equitable. Legal choses in action are rights which were enforceable or recoverable only by an action at Common law. This category of choses includes debts, benefits under a contract, insurance policies, copyrights, patents etc.
Choses in Action
An assignment of a chose in action will not confer upon the assignee a right of action in his/her own name against the original debtor. But if either the debtor expressly promises to pay the assignee or the assignment is made with the debtor's assent, then the assignee has the right to action in his own name. [ii] Further in Gillespie v.
22. Assignment of choses in action
Abstract. This chapter deals with the general law of assignment of choses in action. Beginning with the historically based difference between equitable and statutory assignment, it then explains what 'chose in action' and 'assignment' are before discussing the requirement that there be an existing and assignable chose in action or right as well as the requirement that a person who ...
PDF BY ANDREW R. SCHWARTZ can save the day by seizing the AND JOHN CERNEY
as a "chose in action" against Hapless. Seizing a "chose in action" In the case of Hapless, J. Creditor is a judgment creditor to Sketchy (i.e., a person having a legal right to enforce execution of a judgment for a specific sum of money).19 In Illinois, a judgment creditor may execute upon a "chose-in-action" of the judgment debtor in
Choses in Action & Rights to Sue: legal rights to sue
A chose in action is: an intangible property right or property. which is legally not in a person's possession. but is only enforceable by legal process. The legal process begins with a chose in action and ends with a judgment or court order. Therefore, a chose in action is a right to sue: a legal right. It's a property right.
Oxford Legal Research Library: Part II The Transfer of Intangible
This chapter studies the requirements that are necessary for an effective assignment of choses in action. In order to effect the assignment or a chose in action: the assignor must have manifested an intention to transfer the chose; the thing being assigned must be a chose in action, in present existence, certain or capable of being ascertained; the identity of the assignee must be clear; and ...
Chose in action
A chose in action is capable of being assigned both at law and in equity. The transfer of property at law in NSW is governed by section 12 of the Conveyancing Act 1919 (NSW). In order for a chose in action to be validly assigned at law the transfer must: Not necessarily be supported by consideration. If an assignment of a legal chose in action ...
GIFTS OF CHOSES IN ACTION
sary in the assignment of a chose in action: "It was admitted on all sides, that if a man in his own right be entitled to a bond, or other chose in action, he may assign it without any consideration." Consideration and the Assignment of Choses in Action, i6 LAW Qu2A. Rv. 241, 242.
22. Assignment of choses in action
Abstract. This chapter deals with the general law of assignment of choses in action. Beginning with the historically based difference between equitable and statutory assignment, it then explains ...
Chose
The Judicature Acts made the distinction between legal and equitable choses in action of no importance. The Judicature Act 1873, s. 25 (6), enacted that the legal right to a debt or other legal chose in action could be passed by absolute assignment in writing under the hand of the assignor.
ASSIGNMENT OF CHOSES IN ACTION
CONDITIONS FOR A VALID ASSIGNMENT OF CHOSES IN ACTION. In order for Section 25 (6) of the Judicature Act 1873 to apply, three conditions must be fulfilled: 6.1 The assignment must be absolute and not purport to be by way of charge only. An absolute transfer is a transfer of the whole not a part of the chose in action.
Georgia Code § 44-12-22 (2020)
While action is pending for tort, there can be no legal assignment of the cause of action or of the damages to be recovered. Gamble v. Cent. R.R. & Banking Co., 80 Ga. 595, 7 S.E. 315, 12 Am. St. R. 276 (1888); Sullivan v. ... Assignment of entire chose in action entitled to priority over prior partial assignment.
Choses in Action
A chose in action is a right asserted by legal action. The classic type of chose in action is a debt or an incontrovertible contractual obligation. It also includes a wide range of assets such as stocks, shares, insurance policies. The rights of a beneficiary under its trust is an equitable chose in action. The essential right of a partner is ...
Choses in Action
Assignment of part of a chose in action. 33. Consideration, and voluntary assignment of an equitable chose in action. 34. Consideration and voluntary assignment of a legal chose in action. 36. Consideration and contracts to assign. 41. Notice as between assignee and debtor. 51. Nomination of trust corporation to receive notices.
PDF EQUITABLE ASSIGNMENTS
assignment of an existing legal chose in action is complete as soon as the assignor has finally and unequivocally indicated that it is henceforth to belong to the assignee. Nothing more is nece~sary"~~. In the light of the argument in the previous paragraph, it cannot be said that this statement represents the law in Australia.
Chose in Action
Chose in Action. Personal rights of property which can only be claimed or enforced by action and not by taking physical possession (as distinct from choses in possession, things capable of physical possession). Divided into legal and equitable choses in action, depending on whether they can be recovered or enforced by action at law (such as ...
PDF ASSIGNMENT OF CLAIMS
c. Smith: The Law of Assignment: The Creation and Transfer of Choses in Action (2007) (pp.). d. P.G. Turner: Legal assignment of rights of restricted assignability L.M.C.L.Q. [2008] 306. e. Goode: Contractual Prohibitions Against Assignment [2009] LMCLQ 300. ... Insolvency Service (Part 6: The Assignment of a Right of Action) as at November ...
§ 954 Form 1. Assignment—Chose in action
Title 2. Particular Kinds of Personal Property. Chapter 1. Things in Action. Article 1. Transfer of Things in Action. § 954 Form 1. Assignment—Chose in action. End of Document.
EQUITY 1.4 NOVATION AND ASSIGNMENT
A chose in action may be: 2.1 Legal Chose in Action: Recoverable by action at common-law. for example debt, copyright, shares, and so on. 2.2 Equitable Chose in Action: only enforced by proceeding in equity like fund, or legacy under a will. At common-law, only a legal chose could be assigned provided the consent of the debtor was obtained.
CONVEYANCING ACT 1919
12 Assignments of debts and choses in action. Any absolute assignment by writing under the hand of the assignor (not purporting to be by way of charge only) of any debt or other legal chose in action, of which express notice in writing has been given to the debtor, trustee, or other person from whom the assignor would have been entitled to ...
Corporate and Company Law
An equitable assignment of a chose in action arises in the event of an assignment of an equitable chose in action and where there has been a failure to comply with the statutory conditions for a valid assignment of a legal chose in action. Such an assignment which fails to comply with the requirements of the statute will not become invalid but ...
Assignment Of Choses In Action 1 .docx
The general rule as regards assignment of choses in action is that an assignee takes subject to the equities that already apply to the property in question. Thus, anyone who has a prior interest (legal or equitable) in an assigned chose is entitled to a higher priority than that of the assignee. The reason for this is that the assignee cannot ...
Choses in action
A chose in action may be assigned by written instrument signed by the assignor that is absolute in terms and by notice in writing being given to the debtor (see section 100-5 of the Insolvency Practice Schedule). The Courts have confirmed the right of a trustee to sell a chose in action, including to a discharged bankrupt.
Snapshot: can you assign a chose in action in BVI law?
A chose in action means a property right or the right to possession of something that can only be obtained or enforced through legal action - it's an 'intangible', for example, a receivable, a right to recover money or a debt.. BVI statute does not currently provide for the legal assignment of a chose in action governed by BVI law and does not have an equivalent of Section 136 of the English ...
Baby Reindeer 'firestorm' has caused untold damage to me ...
Baby Reindeer 'firestorm' has caused untold damage to me, says 'real-life Martha' as she prepares legal action - Fiona Harvey has said she is putting together a legal team in the UK and in the ...

Assignment of Choses in Action

Assignment and Novation

Assignment and Equities

Assignability

Equitable Assignment

Legal Assignment

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Sealy and Hooley's Commercial Law: Text, Cases, and Materials (6th edn)

p. 787 22. Assignment of choses in action

chose in action

Types of Choses in Action: Examples

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Part II The Transfer of Intangible Property, 13 Equitable Assignment of Choses in Action

Chose in action

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2020 Georgia Code Title 44 - Property Chapter 12 - Rights in Personalty Article 2 - Choses in Action § 44-12-22. Assignment of Choses in Action Arising Upon Contracts

Choses in Action

Intangible Property

Nature of Chose in Action

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Debts, Accounts and Policies

Security Assiignments

Bank Accounts

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Choses in Action (Volume 13 (2021))

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Chose in Action

§ 954 Form 1. Assignment—Chose in action | Secondary Sources | Westlaw

§ 954 Form 1. Assignment—Chose in action

EQUITY 1.4 NOVATION AND ASSIGNMENT

ASSIGNMENT OF CHOSES IN ACTION.

DISTINCTION BETWEEN NOVATION AND ASSIGNMENT.

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