We have seen that an assignee of a chose in action takes it subject to all the equities of defence which exist between the assignor and the debtor. (h) The assignee does not take a legal interest, nor hold what he takes by a legal title; but he holds by an equitable title an equitable interest; and this interest courts of law will protect only so far as the equities of the case permit; and any subsequent assignee is subject to the same equities as his assignor. (i) But these equities must be those subsisting at the time when the debtor receives notice of the assignment; for the assignment, with notice, imposes upon the debtor an equitable and moral obligation to pay the money to the assignee. (j)1 Moreover, the assignee ought, especially if * required, to exhibit the assignment, or satisfactory evidence of it, to the debtor, to make his right certain; although it is enough, if the debtor be in good faith informed of it, and has no reason to doubt it. (k) And if after the assignment, and previous to such a notice
(gh) Shuttleworth v. Bruce, 7 Rob. 160.
(qi) Collins v. Suau, 7 Rob. 623
(gj) Flynn v. Allen, 57 Penn. St. 4S2.
(h) See supra, note (q), p. * 227. And see Spain v. Hamilton, 1 Wallace, 604.
(i) Willis v. Twambly, 13 Mass. 204; Stocks v. Dobson, 19 E. L. & E. 96; Bush v. Lathrop, 22 N. Y. (8 Smith) 535.
()) Crocker v. Whitney, 10 Mass 316, 319'; Mowry v. Todd, 12 id. 281; Jones v. Witter, 13 id. 304; Fay v. Jones, 18 Barb. 340; Risley v. Risley, 11 Rob. (La) 298; Small v. Browder, 11 B. Mon. 212; Clodfelter v. Cox, 1 Sneed, 330; Myers v. The United Guarantee, etc. Co. 31 E. L. & E. 538; Fanton v. Fairfield County Bank, 23 Conn. 485. See also supra, note (q), p. *227.
(k) Davenport v. Woodbridge. 8 Greenl. 17; Bean v. Simpson, 16 Me. 49; Johnof it, the debtor pays the debt to the assignor, he shall be discharged, because he shall not suffer by the negligence or fault of the assignee. (l) 1
1 Notice, not the assignment, fixes the rights of the parties. Miller v. Kreiter, 76 Penn. St. 78. - As to third persons, the assignment of a chose in action is valid without notice to the debtor. Thaver v. Daniels, 113 Mass. 129. - K.
If, after the assignment and notice, the debtor pays the debt to the assignor, and is discharged by him, and the assignee recovers judgment against the assignor for the consideration paid him for the assignment, the assignee may still recover of the debtor the debt assigned, deducting what he actually recovers from the assignor.(m) Nor can the debtor set off any demand against the assignor which accrues to him after such assignment and notice, (n) but he may any which existed at or before the assignment and notice. (o)
In New York and in some other States, the assignee of a chose in action, may now bring an action upon it, in his own name, by statutory provision. But this change is only in the form of the action and not in its effect. The assignee is still subject to the same equities of defence as before. That is, if the defendant can show that he, in good faith, paid the debt, or a part of the debt, to the assignor, before the assignment, or before he had any knowledge of the assignment, the defence is as effectual as if the action were in the name of the assignor.
It has been held in New York that an assignment of a thing in action is presumed to have been upon sufficient consideration, unless the contrary appear, and in such case no trust results thereform for the benefit of the assignor. (p)