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.
If the assignment purports to pass all of the rights of the assignor, the assignee acquires all the rights of his assignor under the contract assigned to him.1 After a total assignment, the assignor has no interest in the contract or property right which he has assigned.2 The assignor can not maintain an action upon such contract or property right in his own name under a statute which requires the action to be brought in the name of the real party in interest.3 If B has given an option to A, and A assigns an interest therein to C, A can not exercise such option after such assignment.4 The assignor and the original debtor can not enter into any contract after the assignment which will affect the rights of the assignee.5 If the assignor induces the original debtor to make a payment to him by representing that he has not assigned such debt, he is guilty of obtaining money under false pretenses.6
9 Cohen v. Todd, 130 Minn. 227, L. R. A. 1915E, 846, 153 N. W. 531.
10 Lisenby v. Newton, 120 Cal. 571, 65 Am. St. Rep. 203, 52 Pac. 813.
11 Lunt v. Lorscheider. 285 111. 589, 121 N. E. 237. (The right of the vendor against the original vendee was ignored. Specific performance was apparently denied for other reasons.)
12 Atlantic & N. C. R. Co. v. Atlantic N. C. Co., 147 N. Car. 368, 125 Am. St. Rep. 550, 23 L. R. A. (N.S.) 223, 15 Am & Eng. Ann. Cas. 363, 61 S. E. 185.
13 Union Pacific Co. v. Douglas Bank, 42 Neb. 469, 60 N. W. 886.
14Corvallis & Alsea River Ry. v. Portland E. & E. Ry., 84 Or. 524, 163 Pac. 1173. (This was quite likely the actual intention of the parties in this case. The court seems to assume that such liability is necessarily imposed by such assignment.)
Colorado. Doyle v. Nesting, 37 Colo. 522, 88 Pac. 862; Good v. Lipp, 41 Colo. 209 [sub nomine, Lipp v. Good, 91 Pac. 11041.
Georgia. Walker v. Maddox, 105 Ga. 253. 31 S. E. 165.
Idaho. Ercanbrack v. Faris, 10 Ida. 584, 79 Pac. 817.
Illinois. Moore v. Gariglietti, 228 111. 143, 10 Am. & Eng. Ann. Cas. 560, Sl N. E. 826.
Iowa. Hipwell v. National Surety Co., 130 Ia. 656, 105 N. W. 318.
Kansas. Hall v. Kansas City Terra Cotta Co., 97 Kan. 103, L. R. A. 1916D, 361, 154 Pac. 210.
If an assignment is evidently intended to transfer all of the interest of the assignor, the fact that it names the amount of the indebtedness does not restrict the assignee's rights to recover such amount named, if by reason of the accrual of interest pending litigation the total amount of such fund exceeds the amount thus named.7 An assignment of all compensation "thereafter accruing," assigns an amount which had been earned when the assignment was made, but which by the terms of the original contract was to be retained to insure complete performance.8
Massachusetts. Sawyer v. Cook, 188 Mass. 163, 74 N. E. 356; Usher v. A. 8. Tucker Co., 217 Mass. 441, L. R. A. 1916F, 82G, 105 N. E. 360; Bennett v. Tighe, 224 Mass. 159, 112 N. E. 629.
Michigan. United States Casualty Co. v. Bagley, 129 Mich. 70, 55 L. R. A. 616, 87 N. W. 1044.
New Jersey. Cogan v. Conover Mfg. Co., 69 N. J. Eq. 358, 115 Am. St. Rep. 629, 60 Atl. 408.
New York. Whiting v. Glass, 217 N. Y. 333, 111 N. E. 1082.
Pennsylvania. Beaver Trust Co. v. Morgan, 259 Pa. St. 567, 103 Atl. 367.
South Carolina. Loan & Savings Bank Co. v. Farmers' & Merchants' Bank, 74 S. Car. 210, 114 Am. St. Rep. 991, 54 S. E. 364.
Texas. Solinsky v. Bank, 82 Tex. 244, 17 S. W. 1050.
Utah. Wilson v. Sullivan, 17 Utah 341, 53 Pac. 994.
Washington. Parkhurst v. Dickinson. 41 Wash. 420, 83 Pac. 895; Berg v. Yakima Valley Canal Co., 83 Wash.
451, L. R. A. 1915D, 292. 145 Pac. 619; State Bank v. Johnson, 104 Wash. 550, 3 A. L. R. 235, 177 Pac. 340.
Wisconsin. Roach v. Sanborn Land Co., 135 Wis. 354, 115 N. W. 1102.
2 Hall v. Kansas City Terra Cotta Co., 97 Kan. 103, L. R. A. 1916D, 361, 154 Pac. 210; Solomon v. Shewitz, 185 Mich. 620, 152 N. W. 196; Foster v. Central National Bank, 183 N. Y. 379, 76 N. E. 338; Whiting v. Glass, 217 N. Y. 333, 111 N. E. 1082; Parkhurst v. Dickinson, 41 Wash. 420, 83 Pac. 895.
3 Foster v. Central National Bank, 183 N. Y. 379, 76 N. E. 338; Phoenix Ins. Co. v. Carnahan, 63 O. S. 258, 58 N. E. 805.
4 Solomon v. Shewitz, 1S5 Mich. 620, 152 N. W. 196.
5 Parkhurst v. Dickinson, 41 Wash. 420, 83 Pac. 895.
6 Commonwealth v. Johnson, 167 Ky. 727, L. R. A. 1916D, 267, 181 S. W. 368.
7 Bennett v. Tighe, 224 Mass. 159, 112 N. E. 629.
8 Ercanbrack v. Faris, 10 Ida. 584, 79 Pac. 817.
The assignee acquires the rights of his assignor 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.9 If, however, the assignee is the person who is primarily liable, he can not by assignment acquire a right of action against one who is secondarily liable.10
The assignee has the same right as his assignor to recover for breach of the contract.11 He can recover from agents of his assignor,12 or from public officers,13 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.14 If the assignor refuses performance of the contract with the adversary party, the assignee may perform and thereby protect his own rights.15
As between the assignor and the assignee, the assignor may make a partial assignment of his interest in the contract which is assigned.16 Whether the debtor is bound to recognize such partial assignment or not, the rights of the assignee can not exceed those which are conferred upon him by the terms of the assignment.17