{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/8.9A-403.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/8.9A-403.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/8.9A-403.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/8.9A-403.html"}],"law_id":81896,"edition_id":1,"section_id":81896,"structure_id":15875,"section_number":"8.9A-403","catch_line":"Agreement not to assert defenses against assignee","history":"1964, c. 219, \u00a7 8.9-206; 2000, c. 1007.","full_text":"a\n\n“Value.” In this section, “value” has the meaning provided in § 8.3A-303 (a).b\n\nAgreement not to assert claim or defense. Except as otherwise provided in this section, an agreement between an account debtor and an assignor not to assert against an assignee any claim or defense that the account debtor may have against the assignor is enforceable by an assignee that takes an assignment:1\n\nfor value;2\n\nin good faith;3\n\nwithout notice of a claim of a property or possessory right to the property assigned; and4\n\nwithout notice of a defense or claim in recoupment of the type that may be asserted against a person entitled to enforce a negotiable instrument under § 8.3A-305 (a).c\n\nWhen subsection (b) not applicable. Subsection (b) does not apply to defenses of a type that may be asserted against a holder in due course of a negotiable instrument under § 8.3A-305 (b).d\n\nOmission of required statement in consumer transaction. In a consumer transaction, if a record evidences the account debtor’s obligation, law other than this title requires that the record include a statement to the effect that the rights of an assignee are subject to claims or defenses that the account debtor could assert against the original obligee, and the record does not include such a statement:1\n\nthe record has the same effect as if the record included such a statement; and2\n\nthe account debtor may assert against an assignee those claims and defenses that would have been available if the record included such a statement.e\n\nRule for individual under other law. This section is subject to law other than this title which establishes a different rule for an account debtor who is an individual and who incurred the obligation primarily for personal, family, or household purposes.f\n\nOther law not displaced. Except as otherwise provided in subsection (d), this section does not displace law other than this title which gives effect to an agreement by an account debtor not to assert a claim or defense against an assignee.","order_by":null,"text":{"0":{"id":293391,"text":"“Value.” In this section, “value” has the meaning provided in § 8.3A-303 (a).","type":"section","prefixes":["a"],"prefix":"a","entire_prefix":"a","prefix_anchor":"a","level":1,"next_prefix":"b"},"1":{"id":293392,"text":"Agreement not to assert claim or defense. Except as otherwise provided in this section, an agreement between an account debtor and an assignor not to assert against an assignee any claim or defense that the account debtor may have against the assignor is enforceable by an assignee that takes an assignment:","type":"section","prefixes":["b"],"prefix":"b","entire_prefix":"b","prefix_anchor":"b","level":1,"prior_prefix":"a","next_prefix":"b1"},"2":{"id":293393,"text":"for value;","type":"section","prefixes":["b","1"],"prefix":"1","entire_prefix":"b1","prefix_anchor":"b1","level":2,"prior_prefix":"b","next_prefix":"b2"},"3":{"id":293394,"text":"in good faith;","type":"section","prefixes":["b","2"],"prefix":"2","entire_prefix":"b2","prefix_anchor":"b2","level":2,"prior_prefix":"b1","next_prefix":"b3"},"4":{"id":293395,"text":"without notice of a claim of a property or possessory right to the property assigned; and","type":"section","prefixes":["b","3"],"prefix":"3","entire_prefix":"b3","prefix_anchor":"b3","level":2,"prior_prefix":"b2","next_prefix":"b4"},"5":{"id":293396,"text":"without notice of a defense or claim in recoupment of the type that may be asserted against a person entitled to enforce a negotiable instrument under § 8.3A-305 (a).","type":"section","prefixes":["b","4"],"prefix":"4","entire_prefix":"b4","prefix_anchor":"b4","level":2,"prior_prefix":"b3","next_prefix":"c"},"6":{"id":293397,"text":"When subsection (b) not applicable. Subsection (b) does not apply to defenses of a type that may be asserted against a holder in due course of a negotiable instrument under § 8.3A-305 (b).","type":"section","prefixes":["c"],"prefix":"c","entire_prefix":"c","prefix_anchor":"c","level":1,"prior_prefix":"b4","next_prefix":"d"},"7":{"id":293398,"text":"Omission of required statement in consumer transaction. In a consumer transaction, if a record evidences the account debtor’s obligation, law other than this title requires that the record include a statement to the effect that the rights of an assignee are subject to claims or defenses that the account debtor could assert against the original obligee, and the record does not include such a statement:","type":"section","prefixes":["d"],"prefix":"d","entire_prefix":"d","prefix_anchor":"d","level":1,"prior_prefix":"c","next_prefix":"d1"},"8":{"id":293399,"text":"the record has the same effect as if the record included such a statement; and","type":"section","prefixes":["d","1"],"prefix":"1","entire_prefix":"d1","prefix_anchor":"d1","level":2,"prior_prefix":"d","next_prefix":"d2"},"9":{"id":293400,"text":"the account debtor may assert against an assignee those claims and defenses that would have been available if the record included such a statement.","type":"section","prefixes":["d","2"],"prefix":"2","entire_prefix":"d2","prefix_anchor":"d2","level":2,"prior_prefix":"d1","next_prefix":"e"},"10":{"id":293401,"text":"Rule for individual under other law. This section is subject to law other than this title which establishes a different rule for an account debtor who is an individual and who incurred the obligation primarily for personal, family, or household purposes.","type":"section","prefixes":["e"],"prefix":"e","entire_prefix":"e","prefix_anchor":"e","level":1,"prior_prefix":"d2","next_prefix":"f"},"11":{"id":293402,"text":"Other law not displaced. Except as otherwise provided in subsection (d), this section does not displace law other than this title which gives effect to an agreement by an account debtor not to assert a claim or defense against an assignee.","type":"section","prefixes":["f"],"prefix":"f","entire_prefix":"f","prefix_anchor":"f","level":1,"prior_prefix":"e"}},"ancestry":[{"id":15875,"edition_id":1,"name":"Rights of Third Parties","identifier":"4","label":"part","depth":2,"order_by":1,"parent_id":13277,"metadata":{},"date_created":"2026-06-26 04:00:59","date_modified":"2026-06-26 04:00:59","permalink":{"id":284137,"object_type":"structure","relational_id":15875,"identifier":"4","token":"8.9A\/4","url":"\/8.9A\/4\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13277,"edition_id":1,"name":"Commercial Code \u2014 Secured Transactions","identifier":"8.9A","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:44:33","date_modified":"2026-06-26 03:44:33","permalink":{"id":283833,"object_type":"structure","relational_id":13277,"identifier":"8.9A","token":"8.9A","url":"\/8.9A\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":61383,"structure_id":15875,"section_number":"8.9A-401","catch_line":"Alienability of debtor's rights","url":"\/8.9A-401\/","token":"8.9A\/4\/8.9A-401","metadata":false},{"id":74669,"structure_id":15875,"section_number":"8.9A-402","catch_line":"Secured party not obligated on contract of debtor or in tort","url":"\/8.9A-402\/","token":"8.9A\/4\/8.9A-402","metadata":false},{"id":81896,"structure_id":15875,"section_number":"8.9A-403","catch_line":"Agreement not to assert defenses against assignee","url":"\/8.9A-403\/","token":"8.9A\/4\/8.9A-403","metadata":false},{"id":67314,"structure_id":15875,"section_number":"8.9A-404","catch_line":"Rights acquired by assignee; claims and defenses against assignee","url":"\/8.9A-404\/","token":"8.9A\/4\/8.9A-404","metadata":false},{"id":78678,"structure_id":15875,"section_number":"8.9A-405","catch_line":"Modification of assigned contract","url":"\/8.9A-405\/","token":"8.9A\/4\/8.9A-405","metadata":false},{"id":78910,"structure_id":15875,"section_number":"8.9A-406","catch_line":"Discharge of account debtor; notification of assignment; identification and proof of assignment; restrictions on assignment of accounts, chattel paper, payment intangibles, and promissory notes ineffective","url":"\/8.9A-406\/","token":"8.9A\/4\/8.9A-406","metadata":false},{"id":86952,"structure_id":15875,"section_number":"8.9A-407","catch_line":"Restrictions on creation or enforcement of security interest in leasehold interest or in lessor's residual interest","url":"\/8.9A-407\/","token":"8.9A\/4\/8.9A-407","metadata":false},{"id":86931,"structure_id":15875,"section_number":"8.9A-408","catch_line":"Restrictions on assignment of promissory notes, health-care-insurance receivables, and certain general intangibles ineffective","url":"\/8.9A-408\/","token":"8.9A\/4\/8.9A-408","metadata":false},{"id":75200,"structure_id":15875,"section_number":"8.9A-409","catch_line":"Restrictions on assignment of letter-of-credit rights ineffective","url":"\/8.9A-409\/","token":"8.9A\/4\/8.9A-409","metadata":false}],"previous_section":{"id":74669,"structure_id":15875,"section_number":"8.9A-402","catch_line":"Secured party not obligated on contract of debtor or in tort","url":"\/8.9A-402\/","token":"8.9A\/4\/8.9A-402","metadata":false},"next_section":{"id":67314,"structure_id":15875,"section_number":"8.9A-404","catch_line":"Rights acquired by assignee; claims and defenses against assignee","url":"\/8.9A-404\/","token":"8.9A\/4\/8.9A-404","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/8.9A-403\/","history_text":"

This law was first created in 1964. The record of its establishment is cataloged in chapter 219 of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. Unfortunately, the 1964 \u201cActs\u201d aren\u2019t available online. It has been modified 1 time. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. That modification is as follows: in 2000, chapter 1007<\/a>.<\/p>","references":[{"id":57842,"section_number":"8.01-13","catch_line":"Assignee or beneficial owner may sue in own name; certain discounts allowed","order_by":null,"url":"\/8.01-13\/"}],"refers_to":[{"id":57109,"section_number":"8.3A-303","catch_line":"Value and consideration","order_by":null,"url":"\/8.3A-303\/"},{"id":65312,"section_number":"8.3A-305","catch_line":"Defenses and claims in recoupment","order_by":null,"url":"\/8.3A-305\/"}],"permalink":{"id":284147,"object_type":"law","relational_id":81896,"identifier":"8.9A-403","token":"8.9A\/4\/8.9A-403","url":"\/8.9A-403\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/8.9A-403\/","token":"8.9A\/4\/8.9A-403","dublin_core":{"Title":"Agreement not to assert defenses against assignee","Type":"Text","Format":"text\/html","Identifier":"\u00a7 8.9A-403","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

a.<\/span> “Value.” In this section, “value” has the meaning provided in § 8.3A-303<\/a> (a). <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

b.<\/span> Agreement not to assert claim or defense. Except as otherwise provided in this section, an agreement between an account debtor and an assignor not to assert against an assignee any claim or defense that the account debtor may have against the assignor is enforceable by an assignee that takes an assignment: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> for value; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> in good faith; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> without notice of a claim of a property or possessory right to the property assigned; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> without notice of a defense or claim in recoupment of the type that may be asserted against a person entitled to enforce a negotiable instrument under § 8.3A-305<\/a> (a). <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

c.<\/span> When subsection (b) not applicable. Subsection (b) does not apply to defenses of a type that may be asserted against a holder in due course of a negotiable instrument under § 8.3A-305<\/a> (b). <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

d.<\/span> Omission of required statement in consumer transaction. In a consumer transaction, if a record evidences<\/span> the account debtor’s obligation, law<\/span> other than this title requires that the record include a statement to the effect that the rights of an assignee are subject to claims or defenses that the account debtor could assert against the original obligee, and the record does not include such a statement: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> the record has the same effect as if the record included such a statement; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> the account debtor may assert against an assignee those claims and defenses that would have been available if the record included such a statement. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

e.<\/span> Rule for individual under other law<\/span>. This section is subject to law<\/span> other than this title which establishes a different rule for an account debtor who is an individual and who incurred the obligation primarily for personal, family, or household purposes. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

f.<\/span> Other law<\/span> not displaced. Except as otherwise provided in subsection (d), this section does not displace law<\/span> other than this title which gives effect to an agreement by an account debtor not to assert a claim or defense against an assignee. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nAGREEMENT NOT TO ASSERT DEFENSES AGAINST ASSIGNEE (\u00a7 8.9A-403)\n\na. “Value.” In this section, “value” has the meaning\nprovided in § 8.3A-303 (a).\n\nb. Agreement not to assert claim or defense. Except as otherwise provided in\nthis section, an agreement between an account debtor and an assignor not to\nassert against an assignee any claim or defense that the account debtor may have\nagainst the assignor is enforceable by an assignee that takes an assignment:\n\n 1. for value;\n\n 2. in good faith;\n\n 3. without notice of a claim of a property or possessory right to the property\n assigned; and\n\n 4. without notice of a defense or claim in recoupment of the type that may be\n asserted against a person entitled to enforce a negotiable instrument under\n § 8.3A-305 (a).\n\nc. When subsection (b) not applicable. Subsection (b) does not apply to defenses\nof a type that may be asserted against a holder in due course of a negotiable\ninstrument under § 8.3A-305 (b).\n\nd. Omission of required statement in consumer transaction. In a consumer\ntransaction, if a record evidences the account debtor’s obligation, law\nother than this title requires that the record include a statement to the effect\nthat the rights of an assignee are subject to claims or defenses that the\naccount debtor could assert against the original obligee, and the record does\nnot include such a statement:\n\n 1. the record has the same effect as if the record included such a statement;\n and\n\n 2. the account debtor may assert against an assignee those claims and defenses\n that would have been available if the record included such a statement.\n\ne. Rule for individual under other law. This section is subject to law other\nthan this title which establishes a different rule for an account debtor who is\nan individual and who incurred the obligation primarily for personal, family, or\nhousehold purposes.\n\nf. Other law not displaced. Except as otherwise provided in subsection (d), this\nsection does not displace law other than this title which gives effect to an\nagreement by an account debtor not to assert a claim or defense against an\nassignee.\n\nHISTORY: 1964, c. 219, \u00a7 8.9-206; 2000, c. 1007.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}