LD 2245
pg. 291
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comply with its use-of-funds covenant, Seller will be in breach
of that covenant.

 
In the example, there appears to be a plausible business purpose
for the use-of-funds covenant. However, a court may conclude
that a covenant with no business purpose other than imposing an
impediment to an assignment actually is a direct restriction that
is rendered ineffective by subsection (d) [Maine cite subsection
(4)].

 
6. Legal Restrictions on Assignment. Former Section 9-
318(4), like subsection (d) [Maine cite subsection (4)] of this
section, addressed only contractual restrictions on assignment.
The former section was grounded on the reality that legal, as
opposed to contractual, restrictions on assignments of rights to
payment had largely disappeared. New subsection (f) [Maine cite
subsection (6)] codifies this principle of free assignability for
accounts and chattel paper. For the most part the discussion of
contractual restrictions in Comment 5 applies as well to legal
restrictions rendered ineffective under subsection (f) [Maine
cite subsection (6)].

 
7. Multiple Assignments. This section, like former Section
9-318, is not a complete codification of the law of assignments
of rights to payment. In particular, it is silent concerning
many of the ramifications for an account debtor in cases of
multiple assignments of the same right. For example, an assignor
might assign the same receivable to multiple assignees (which
assignments could be either inadvertent or wrongful). Or, the
assignor could assign the receivable to assignee-1, which then
might re-assign it to assignee-2, and so forth. The rights and
duties of an account debtor in the face of multiple assignments
and in other circumstances not resolved in the statutory text are
left to the common-law rules. See, e.g., Restatement (2d),
Contracts §§ 338(3), 339. The failure of former Article 9 to
codify these rules does not appear to have caused problems.

 
8. Consumer Account Debtors. Subsection (h) [Maine cite
subsection (8)] is new. It makes clear that the rules of this
section are subject to other law establishing special rules for
consumer account debtors.

 
9. Account Debtors on Health-Care-Insurance Receivables.
Subsection (i) [Maine cite subsection (9)] also is new. The
obligation of an insurer with respect to a health-care-insurance
receivable is governed by other law. Section 9-408 [Maine cite
section 9-1408] addresses contractual and legal restrictions on
the assignment of a health-care-insurance receivable.


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