This section is from the book "The Law Of Contracts", by William Herbert Page. Also available from Amazon: Commercial Contracts: A Practical Guide to Deals, Contracts, Agreements and Promises.
The assignee acquires all the rights of his assignor under the contract assigned to him.1 This rule applies even when the assignee would not have acquired the rights which his assignor has acquired had the assignee instead of the assignor been a party to the original transaction. Thus where B takes a lease from A, and B's lease is prior to X's mechanic's lien because B has no notice thereof, B may assign to C with the same priority even if C has notice.2 The assignee of a debt acquires all securities held by his assignor to protect such debt. Thus assignment of a note carries the security of a mortgage on realty.3 Assignment of a security without assigning the debt passes nothing.4 So the assignment of a debt passes a note given therefor, held by the assignor at the time of the assignment,5 and assignment of a note carries the debt for which it is given.6 Thus assignment of a debt carries with it a guaranty of such debt.7 A person?1 guaranty cannot be assigned in some jurisdictions.8 An unaccepted offer of guaranty cannot be assigned.9 So if the assignor refuses performance of the contract with the adversary party the assignee may perform and thereby protect his own rights.10 An assignment of a laborer's wages due from a corporation gives the assignee the same right as the assignor te recover from the stockholders.11 So an assignee of a note may avail himself of a power of attorney to confess judgment in favor of the holder.12 An assignee may use the debt assigned as a setoff.13 He may interpose the same defenses against a set-off sought to be made against the debt assigned to him as his assignor could have done.14 So the assignment of a claim carries with it the right to sue in rescission for fraud,15 or the right to sue to set aside a fraudulent conveyance,16 though such right of action could not be assigned apart from such claim. So an assignee has the same right as his assignor to rescind for the fraud of the adversary party and recover on quantum meruit.11 He has the same right as his assignee to recover for breach of the contract.18 He can recover from agents of his assignor19 or from public officers20 for misconduct, causing loss of the money due under such contract. So in case of breach the assignee has the same right to recover whatever has been paid in under such contract that his assignor would have had.21 If a vendor of realty22 or personalty23 reserves the legal title until payment in full as security, such security passes to an assignee of the vendor. So an assignment of a warehouse receipt for wheat carries a right of action for a prior conversion of the wheat.24 So an assignment of the purchase money due on the sale of a chattel sold conditionally on acceptance by the purchaser carries the right to the chattel if the purchaser refuses to accept it.25 But an assignment by a mortgagee of a claim for damages for selling mortgaged property on a lien subsequent to the mortgage has been held not to pass a right of action on an indemnity bond, unless the debt and mortgage have been assigned.26 An assignment of a judgment does not carry with it the cause of action on which it is rendered. Hence if it is vacated by appeal27 or if the claim is settled before judgment is rendered28 the assignee takes nothing. So an assignment by a judgment debtor to the judgment creditor of all claim against the debtor's agent on account of damages sustained by them "by reason of said above judgment " does not pass a cause of action against the agent, the judgment being for injuries to the creditor's horse by the negligence of the debtor's agent.29 So the assignment of a judgment has been held not to carry a right of action on an appeal bond unless specially assigned,30 nor a right of action against the clerk of the court for failure to index the judgment so as to make it a lien on the land of the debtor.31 Since a common-law lien is a right to keep possession of personal property until a claim due from the owner to a person so keeping possession is satisfied, some authorities hold that such a lien is a personal right, and therefor non-assignable.32 Equitable liens which consist in the right of the holder thereof to priority of payment have been held to be assignable by some authorities,33 but other courts have held that such liens cannot be assigned.34 Maritime liens are generally held to be assignable,35 as a lien of mariners for wages,36 or a lien for wharfage.37 Statutory liens analogous to Common-Law liens which consist in the right to retain possession of personalty are held by some authorities to be non-assignable.38 Other authorities have held such liens to be assignable.39 Statutory liens which consist in the right of the holder thereof to priority of payment out of the proceeds of property subject to the lien, and which do not involve merely the right to retain possession of property, may be assigned.40 Liens created by express contract as distinguished from those created by the operation of the law are generally held assignable.41 The mere right to obtain a lien does not pass by assignment.42 This rule has been changed in some states by statute, and the right to obtain a lien passes by assignment of the debt.43 The assignee is also entitled to such rights of priority as his assignor enjoyed. Thus where wages of laborers are entitled to preference the assignee of such wages has the same preference.44 So the assignee may avail himself of a decree in favor of his assignor, though rendered after the assignment and in a suit to which the assignee was not a party.45 Personal remedies for enforcing the contract do not pass by assignment of the contract.40
3 Bonetti v. Treat, 91 Cal. 223; 14 L. R. A. 151; 27 Pac. 612; Woodland Oil Co. v. Crawford, 55 O. S. 161; 34 L. R. A. 62; 44 N. E. 1093.
4 Archer v. Archer, 155 X. Y. 415; 63 Am. St. Rep. 688; 50 N. E. 55.
5 Lisenby v. Newton, 120 Cal. 571; 65 Am. St. Rep. 203; 52 Pac. 813.
1 Walker v. Maddox. 105 Ga. 253; 31 S. E. 165; United States Casualty Co. v. Bagley, 129 Mich. 70; 55 L. R. A. 616; 87 X. W. 1044: Solin-sky v. Bank. 82 Tex. 244; 17 S. W. 1050: Wilson v. Sullivan, 17 Utah 341; 53 Pac. 904.