Ch.9 Assignment of rights, transfer of obligations, assignment of contracts, s.1: Assignment of rights, Art.9.1.15
This commentary analyses Article 9.1.15 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning the undertakings of the assignor with respect to the assignee. According to Art 9.1.15, the assignor undertakes that the assigned right exists at the time of the assignment. This is not the case if, for instance, the contract from which the purported right arises had never been concluded or was void, or had previously been avoided. Similarly, if the obligor had already performed its obligation, the right would no longer exist. If a future right is assigned, no such undertaking exists. Rather, the assignee takes the risk that the future right never comes into existence. This commentary discusses the rule which entitles the assignor to assign the right, assert against the assignee all the defences that the obligor would have been able to assert against the assignor, the right of set-off against the assignee if it was available to the obligor before the notice of assignment of a right was received, and reimbursement of payment by the obligor.