The assignee of a contract takes no interest under the assigned contract greater than that which the original party whose interest he takes had therein, at the time when the adversary party to the contract received notice of the assignment,1 even if the assignee takes for value and without notice." So if the assignor has no right to a vendor's lien, the assignee has no right thereto.3 So if the assignor by his contract with the adversary parties has dealt with them as members of a limited partnership with himself, his assignee cannot hold them as partners 4 Thus all defenses which could be made against the original party to the contract, such as illegality,5 can be made against the assignee. So any right of set-off existing in favor of the adversary party when he receives notice of the assignment can be made against the assignee.8 Thus where selling agents had made advances to their vendor in excess of the amount realized by them from the sales after deducting their expenses and compensation, and assign such excess, the vendor may set up the fact that the agents are indebted to him for failure to sell at the highest market price.7 So the assignee of a non-negotiable note given for sheep is liable to counterclaim for breach of warranty.8 There is, however, a divergence of authority on the question whether the adversary party must show affirmatively that the amount expended by him exceeds the contract price to defeat the right of the assignee, some authorities holding that it. is for such adversary party to show that there is nothing due under the contract,9 others holding that it is for the assignee to show that in case of breach by the assignor that there is anything due under the contract.10 Under statutes allowing assignment and permitting set-off existing at the time of the assignment, a setoff arising after assignment and before notice cannot be made.11 If by statute set-off due at the time of the transfer can be made against the assignee's claim when mature a claim mature at the time of the assignment cannot be set off against an assignee who takes before performance.12 If before assignment the assignor has waived or modified his contract rights, his assignee is bound thereby.13 So if the insolvency of the assignor has made impossible of performance a contract to secure a loan for him, his assignee takes no rights.14 If the rights of the assignor cease because of his death, the assignee has no greater right. Thus where A took out an insurance policy in favor of his wife B, and if she died before him, to his children, and A and B assign the policy to X and B dies before A, X takes nothing by the assignment.15 Defenses on the ground of non-performance of the contract may be interposed against the assignee.16 If the assignor has abandoned the contract and the adversary party has been obliged to expend an amount equal to or greater than the contract price in completing the contract, the assignee can recover nothing.17 Thus if the assignor holds the non-negotiable claim solely to secure a debt, his assignee takes it subject to the right of the adversary party to redeem.18 The debtor may, however, by his representations to the assignee prior to assignment, estop himself from denying the validity of the claim assigned.19 Thus where A had rendered services for B, trustee, and A assigned his claim to X, B stating that the only question as to A's fee was as to the amount to be fixed by the court, B cannot afterwards claim that A's services were rendered under a contract that he should make no charge therefor.20

45 Kramer v. Wood (Term. Ch. App.), 52 S. W. 1113.

46.Right to distrain goods of tenant. Hutsell v. Bank. 102 Ky. 410; 39 L. R. A. 403; 43 S. W. 469.

1 Judson v. Corcoran, 17 How. (U. S.) 612; Deming v. Ins. Co., 78 Fed. 1; Doherty v. Doe, 18 Colo. 456; 33 Pac. 165; Third National Bank v. Ry., 114 Ga. 890; 40 S. E. 1016; Ostertag v. Evans, 176 111. 215; 52 N. E. 255; Commercial Nat. Bank v. Burch, 141 111. 519: 33 Am. St. Rep. 331; 31 X. E. 420; Roberts v. Clelland, 82 111. 53S; Peterson v. Ball, 121 la. 544; 97 X. W. 79; Shambangh v. Current. 111 Ia. 121; 82 X. W. 497: State Trust Co. v. Turner. 1ll la. 664; 53 L. R. A. 136; 82 X. W. 1029; Wing v. Page, 62 Iowa 87; 11 X. W. 639; 17 X. W. 181; Gossom v. Sharp, 7 Dana (Ky.) 140; Willis v. Twambly, 13 Mass. 204; Hooper v. Van Husan, 105 Mich. 592; 63 X. W. 522; Warner v. Whittaker. 6 Mich. 133; 72 Am. Dec. 65; Lewis v. Holdredge

56 Neb. 379; 76 N. W. 890; reversing on other grounds on rehearing. 55 Xeb. 173; 75 X. W. 549; modified, 57 Neb. 219; 77 X. W. 656; Littlefield v. Albany County Bank, 97 X. Y. 581; Callanan v. Edwards, 32 X. Y. 483; Rayburn v. Hurd, 20 Or. 229; 25 Pac. 635; Pittman v. Raysor, 49 S. C. 469; 27 S. E. 475; Patterson v. Rabb. 38 S. C. 138; 19 L. R. A. 831; 17 S. E. 463; Prim v. Mcintosh, 43 W. Va. 790; 28 S. E. 742.

2Bruschke v. Wright, 166 111. 183; 57 Am. St. Rep. 125; 46 X. E. 813.

3 Bell v. Pelt, 51 Ark. 433; 14 Am. St. .Rep. 57; 4 L. R. A. 247; 11 S. W. 684.

4 Egbert v. Kimberly. 146 Pa. St. 96; 23 Atl. 437.

5 Commercial Xational Bank v. Burch, 141 I11. 519; 33 Am. St. Rep. 331; 31 X. E. 420; Nester v. Brewing Co., 161 Pa. St. 473; 41 Am. St. Rep. 894; 24 L. R. A. 247; 29 Atl. 102.

6 Brashear v. West, 7 Pet. (U. S.) 608; Jennings v. Bank, 79 Cal. 323; 12 Am. St. Rep. 145; 5 L. R. A. 233; 21 Pae. 852; Burton v. Willin, 6 Houst. (Del.) 552; 22 Am. St. Rep. 363; Northwestern, etc., Bank v. Rauch, - Ida. - ; 66 Pac. 807; Benson v. Haywood, 86 la. 107; 23 L. R. A. 335; 53 N. W. 85; First National Bank v. Bank, 34 Neb. 71; 33 Am. St. Rep. 1618; 15 L. R. A. 386; 51 N. W. 305; King v. Armstrong, 50 O. S. 222; 34 N. E. 163; Nugent v. Allen, 95 Tenn. 97; 32 S. W. 9.

7 Mackenzie v. Hodgkin, 126 Cal.

591; 77 Am. St. .Rep. 209; 59 Pac. 36.

8 National Bank v. Feeney. 12 S. D. 156; 76 Am. St. Rep. 594; 80 N. W. 186.

9 Layton v. Davidson, 144 Pa. St. 145; 22 Atl. 909.

10 Beardsley v. Cook, 143 N. Y. 143; 38 N. E. 109.

11 Stadler v. Bank. 22 Mont. 190; 74 Am. St. Rep. 582; 59 Pac. 111.

12 Bradley v. Smith, 98 Mich. 449; 39 Am. St. Rep. 565; 23 L. R. A. 305; 57 N. W. 576.

13 Soukup v. Investment Co., 84 Ia. 448; 35 Am. St. Rep. 317; 51 N.

W. 167; Shuttleworth v. Development Co. (Ky.), 60 S. W. 534; Homer v. Shaw, 177 Mass. 1; 58 N. E. 160; Hoover v. Bank, 58 Xeb. 420; 78 X. W. 717.

14 National Bank v. Security Co.,

50 Kan. 313; 31 Pac. 1080.

15 Brown's Appeal, 125 Pa. St. 303; 11 Am. St. Rep. 900; 17 Atl. 419.

16 Pacific Rolling Mill Co. v. English, 118 Cal. 123; 50 Pac. 383; Barber v. Johnson, 5 App. D. C. 305; Sargent v. Ry., 48 Kan. 672; 29 Pac. 1063; Chambers v. Lancaster, 160 N. Y. 342; 54 X. E. 707; Hazelton Mercantile Co. v. Improvement Co., 143 Pa. St. 573; 22 Atl. 906.

17 Jenks v. Wells, 90 Mich. 515;

51 N. W. 636; Fisken v. Iron Works,

86 Mich. 199; 49 X. W. 133; rehearing denied, 87 Mich. 591; 49 X. W. 873; Union Pacific Ry. v. Bank, 42 Neb. 469; 60 X. W. 886; People v. Bank. 159 N. Y. 382; 54 X. E. 35; Beardsley v. Cook, 143 X. Y. 143; 38 X. E. 109; Greene v. Duncan, 37 S. C. 239; 15 S. E. 956.

18 Drake v. Cloonan. 99 Mich. 121; 41 Am. St. Rep. 586; 57 X. W. 1098.

19 Stone v. Hart (Ky.), 66 S. W. 191.

20 Stone v. Hart (Ky.), 66 S. W. 191. B's representations here were made after the assignment, but while A was alive and solvent, and he sought to defeat X's claim after A had died and his estate had become insolvent.