Vanderbilt Law Review


Dan T. Coenen

First Page



Moe Promisee has a right under a contract to receive monetary payments from Mae Promisor. Moe assigns his right first to Faye and then to Clay. Whom must Mae pay, Faye or Clay?

For more than a century, judges have struggled with successive assignments to different persons of the same contract right. These cases, which typically involve rights to monetary payments called "accounts," have generated subtleties of doctrine and disagreements among courts. Today, as a general rule, the Uniform Commercial Code controls these cases.' Ambiguities, however, lurk in the Code. Cryptic common-law doctrines also continue to govern many successive-assignment problems. As a result, the law of successive-assignment priorities remains fraught with complexity and confusion.

Against this backdrop it is surprising that no comprehensive treatment of this subject exists in the modern legal literature. Professor Corbin devoted a section of his treatise to disputes among competing assignees. His treatment is outdated, however, because it was published prior to the promulgation of the U.C.C.7 Professor Farnsworth and other contemporary treatise writers also have touched on this subject, but their analyses lack depth.' The contemporary law review literature helps even less: it contains nothing approaching a focused and comprehensive treatment of the priority problems arising from multiple assignments.'

This Article intends to fill this gap in the legal literature. It explores in detail the modern law governing successive account transfers. It then considers broader jurisprudential and economic issues raised by these cases and proposes a new framework for assessing successive-assignment problems.

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