h. "Account Debtor." An "account debtor" is a person |
obligated on an account, chattel paper, or general |
intangible. The account debtor's obligation often is a |
monetary obligation; however, this is not always the case. |
For example, if a franchisee uses its rights under a |
franchise agreement (a general intangible) as collateral, |
then the franchisor is an "account debtor." As a general |
matter, Article 3, and not Article 9 [Maine cite Article 9- |
A], governs obligations on negotiable instruments. |
Accordingly, the definition of "account debtor" excludes |
obligors on negotiable instruments constituting part of |
chattel paper. The principal effect of this change from the |
definition in former Article 9 is that the rules in Sections |
9-403, 9-404, 9-405, and 9-406 [Maine cite sections 9-1403, |
9-1404, 9-1405, 9-1406], dealing with the rights of an |
assignee and duties of an account debtor, do not apply to an |
assignment of chattel paper in which the obligation to pay |
is evidenced by a negotiable instrument. (Section 9-406(d) |
[Maine cite section 9-1406, subsection (4)], however, does |
apply to promissory notes, including negotiable promissory |
notes.) Rather, the assignee's rights are governed by |
Article 3. Similarly, the duties of an obligor on a |
nonnegotiable instrument are governed by non-Article 9 law |
unless the nonnegotiable instrument is a part of chattel |
paper, in which case the obligor is an account debtor. |