No words of art are required to constitute an assignment; any words which fairly indicate an intention to make the assignee owner of a claim are sufficient,84 and the same construction should be given the words whether they are oral or written.85 An unaccepted offer to assign a claim is not itself an assignment;86 nor is a general suggestion that the debtor pay the so-called assignee;87 nor an agreement which reserves to the original owner of the claim a right of revocation.88
Power Co. v. Glens Falls Gas, etc., Co., 90 N. V. App. Div. 513, 86 N. Y. S. 577; Douglas v. Henneasy, 15 R. I. 272, 3 AH. 213; Hale v. Schulta, 3 McCord, 21S; Columbia Water Power Co. v. Columbia, 5 S. Car. 225, 234; Puffer v. Welch, 144 Wis. 506, 129 N. W. 525.
83 In Lockerby v. Amon, 04 Wash. 24, 116 Pac. 463, 35 L. R. A. (N. S.) 1004, a contract for the sale of land provided that no assignment of the vendee's right should be made without the vendor's assent, yet the vendor's promise was to the vendee or his assigns. It was held that "assigns" meant only such assignees as had been accepted by the vendor. See also Central Brass & Stamping Co. v. Stuber, 220 Fed. 909, 136 C. C. A. 475; Montgomery v. DePioot, 153 Cal. 509, 96 Pac. 305, 126 Am. St. Rep. 84; Wooster v. Crane, 73 N. J. Eq. 22, 66 Atl. 1093; Jetter v. Soollan, 48 N, Y. Misc. 546, 96 N. Y. S. 274; Nassau Hotel Co. v. Barnett & Barse Corp., 162 N, Y. App. D. 381, 147 N. Y. S. 283; Swarts d. Narragansett Elec. Lighting Co., 26 R. 1.438, 59 Atl. 111.
84 Christmas v. Russell, 14 Wall. 69, 84, 20 L. Ed. 762; Clark v. Sigua Iran Co., 81 Fed. 310, 312, 39 U. S. App.
753, 26 C. C. A. 423; United States Guaranty Co. v. United States, 189 Fed. 339, 111 C. C. A. 71; Southern Mut. life Assoc, v. Durdin, 132 Ga. 495, 64 S. E. 264; Kretser v. Lorsh-baugh, 117 Md. 562, 83 Atl. 1027; Barry v. Curley, 202 Mass. 42, 88 N. E. 437; Macklin v. Kioealy, 141 Mo. 113, 41 S. W. 893; Holmes v. Evans, 129 N. Y. 140, 145, 29 N. E. 233, 234; Levins v. Stark, 57 Ore. 189, 110 Pac 980; Tatum v. Ballard, 94 Va. 370, 26 S. E. 871. In Goldman v. Murray, 164 Cal. 419, 129 Pac. 462, one who had a claim against a corporation, received its notes therefor, and indorsed them to another. The notes were invalid but the indorsee was held to be the assignee of the indorsees original claim against the corporation. In Kellas c. Slack & Slack Co., 129 Md. 535, 99 Atl. 677, a contractor was given a voucher check which indicated that the maker reserved part of what was due with which to pay certain debts of the contractor. The indorsement of the check by the latter was held to amount to an assignment by the contractor to their creditors specified in the check of the balance due him.
85 Sees infra, Sec. 430.
It is sometimes stated that acceptance by the assignee is necessary to the validity of an assignment; but unless the assignment is offered in return for some proposed act or promise by the assignee, no formal acceptance seems necessary. If the assignment is by deed, the requisites for mking a deed including delivery, must be observed; and in a jurisdiction where acceptance of a deed is necessary for its inception, it would be necessary in case of a deed of assignment.89 But under the fiction of a presumed acceptance, the requirement would doubtless be generally held to involve no more than this, that the assignor must make a clear expression to the assignee, or to some one on his behalf, of an intention to make a present assignment.90
Sec. 425. Orders upon a debtor, unless directing payment on account of a particular debt, are not assignments. Whether orders, drafts, and checks constitute assignments, total or partial, of the funds upon which they are drawn, has been much litigated. A mere order to pay a sum of money if it involves no assertion express or implied that the money is owing to the drawer or if it requests payment irrespective of the existence of any debt, cannot amount to an assignment of a claim which in fact the drawer has against the drawee. And it is of the essence of a negotiable bill of exchange that it shall not be made payable out of a particular fund. Therefore, a bill of exchange is not an assignment, nor is any order which, like a bill of exchange, requests payment to be made irrespective of any fund due to the drawer.91 If, however, an order which order is intended to give a power of attorney to the payee to collect the sum named in the order and to keep it for himself, it may well be regarded as manifesting an intent to make the payee owner of the claim; so that it is true not only that an assignment implies an irrevocable power of attorney but that a power of attorney to collect with a right to keep, imports an assignment.93 And this may be true though the order is payable only upon a contingency.94 It should be observed, however, that it is not only possible but common to give orders to agents or servants to receive money or goods on behalf of the owner. Such orders are not assignments. Under the facts of each case the court must ascertain the natural construction to be put upon the facts.95 Whether a check operates as an assignment pro tanto of the acccount on which it is drawn is a matter which has involved a difference of opinion. Unlike an ordinary bill of exchange delivery of a check amounts to a
86Commercial Bank v. Rufe, 92 Fed. 789; Lamb v. Council Bluffs Ids. Co., 70 U. 238,30 N. W. 497.
87 Watson v. Wellington, 1 Russ. & M.602.
88 Christmas v. Russell, 14 Wall. 69, 70, 20 L. Ed. 762; In re Wood's Est., 243 Pa. 211, 89 Atl. 975.
89 See supra, Sec. 213.
90 See Randolph Bank v. Armstrong,
11 Ia. 515; Kellas v. Slack £ Slack Co., 129 Md. 635, 99 Atl. 677.
91 Rodick v. Gandell, 12 Bear. 325; Percival v. Dunn, 29 Ch. D. 128; Laclede Bank v. Schuler, 120 U. S. 511, 7 S. Ct. 644, 30 L. Ed. 704; Bosworth v. Jacksonville Nat. Bank, 64 Fed. 615, 24 U. S. App. 413, 12 C. C. A. 331; Anderson v. Jones, 102 Ala. 537, 14 So. 871; Lee v. Wimberly, 102 Ala. 539, specifically requests payment of all or part of a particular fund or claim to which the drawer is entitled, is delivered to the payee, the order is construed as an assignment.92 If such an