{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/8.9A-404.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/8.9A-404.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/8.9A-404.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/8.9A-404.html"}],"law_id":67314,"edition_id":1,"section_id":67314,"structure_id":15875,"section_number":"8.9A-404","catch_line":"Rights acquired by assignee; claims and defenses against assignee","history":"1964, c. 219, \u00a7 8.9-318; 1973, c. 509; 2000, c. 1007; 2024, c. 652.","full_text":"a\n\nAssignee’s rights subject to terms, claims, and defenses; exceptions. Unless an account debtor has made an enforceable agreement not to assert defenses or claims, and subject to subsections (b) through (e), the rights of an assignee are subject to:1\n\nall terms of the agreement between the account debtor and assignor and any defense or claim in recoupment arising from the transaction that gave rise to the contract; and2\n\nany other defense or claim of the account debtor against the assignor which accrues before the account debtor receives a notification of the assignment signed by the assignor or the assignee.b\n\nAccount debtor’s claim reduces amount owed to assignee. Subject to subsection (c) and except as otherwise provided in subsection (d), the claim of an account debtor against an assignor may be asserted against an assignee under subsection (a) only to reduce the amount the account debtor owes.c\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.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 account debtor’s recovery against an assignee with respect to claims and defenses against the assignor may not exceed amounts paid by the account debtor under the record, and the record does not include such a statement, the extent to which a claim of an account debtor against the assignor may be asserted against an assignee is determined as if the record included such a statement.e\n\nInapplicability to health-care-insurance receivable. This section does not apply to an assignment of a health-care-insurance receivable.","order_by":null,"text":{"0":{"id":243950,"text":"Assignee’s rights subject to terms, claims, and defenses; exceptions. Unless an account debtor has made an enforceable agreement not to assert defenses or claims, and subject to subsections (b) through (e), the rights of an assignee are subject to:","type":"section","prefixes":["a"],"prefix":"a","entire_prefix":"a","prefix_anchor":"a","level":1,"next_prefix":"a1"},"1":{"id":243951,"text":"all terms of the agreement between the account debtor and assignor and any defense or claim in recoupment arising from the transaction that gave rise to the contract; and","type":"section","prefixes":["a","1"],"prefix":"1","entire_prefix":"a1","prefix_anchor":"a1","level":2,"prior_prefix":"a","next_prefix":"a2"},"2":{"id":243952,"text":"any other defense or claim of the account debtor against the assignor which accrues before the account debtor receives a notification of the assignment signed by the assignor or the assignee.","type":"section","prefixes":["a","2"],"prefix":"2","entire_prefix":"a2","prefix_anchor":"a2","level":2,"prior_prefix":"a1","next_prefix":"b"},"3":{"id":243953,"text":"Account debtor’s claim reduces amount owed to assignee. Subject to subsection (c) and except as otherwise provided in subsection (d), the claim of an account debtor against an assignor may be asserted against an assignee under subsection (a) only to reduce the amount the account debtor owes.","type":"section","prefixes":["b"],"prefix":"b","entire_prefix":"b","prefix_anchor":"b","level":1,"prior_prefix":"a2","next_prefix":"c"},"4":{"id":243954,"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":["c"],"prefix":"c","entire_prefix":"c","prefix_anchor":"c","level":1,"prior_prefix":"b","next_prefix":"d"},"5":{"id":243955,"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 account debtor’s recovery against an assignee with respect to claims and defenses against the assignor may not exceed amounts paid by the account debtor under the record, and the record does not include such a statement, the extent to which a claim of an account debtor against the assignor may be asserted against an assignee is determined as if the record included such a statement.","type":"section","prefixes":["d"],"prefix":"d","entire_prefix":"d","prefix_anchor":"d","level":1,"prior_prefix":"c","next_prefix":"e"},"6":{"id":243956,"text":"Inapplicability to health-care-insurance receivable. This section does not apply to an assignment of a health-care-insurance receivable.","type":"section","prefixes":["e"],"prefix":"e","entire_prefix":"e","prefix_anchor":"e","level":1,"prior_prefix":"d"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/8.9A-404\/","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 3 times. 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. Those modifications are as follows: in 1973, chapter 509; in 2000, chapter 1007<\/a>; in 2024, chapter 652<\/a>.<\/p>","references":[{"id":59732,"section_number":"8.9A-109","catch_line":"Scope","order_by":null,"url":"\/8.9A-109\/"}],"refers_to":false,"permalink":{"id":284151,"object_type":"law","relational_id":67314,"identifier":"8.9A-404","token":"8.9A\/4\/8.9A-404","url":"\/8.9A-404\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/8.9A-404\/","token":"8.9A\/4\/8.9A-404","dublin_core":{"Title":"Rights acquired by assignee; claims and defenses against assignee","Type":"Text","Format":"text\/html","Identifier":"\u00a7 8.9A-404","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

a.<\/span> Assignee’s rights subject to terms, claims, and defenses; exceptions. Unless an account debtor has made an enforceable agreement not to assert defenses or claims, and subject to subsections (b) through (e), the rights of an assignee are subject to: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> all terms of the agreement between the account debtor and assignor and any defense or claim in recoupment arising from the transaction that gave rise to the contract<\/span>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> any other defense or claim of the account debtor against the assignor which accrues before the account debtor receives a notification of the assignment signed by the assignor or the assignee. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

b.<\/span> Account debtor’s claim reduces amount owed to assignee. Subject to subsection (c) and except as otherwise provided in subsection (d), the claim of an account debtor against an assignor may be asserted against an assignee under subsection (a) only to reduce the amount the account debtor owes. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

c.<\/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

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 account debtor’s recovery against an assignee with respect to claims and defenses against the assignor may not exceed amounts paid by the account debtor under the record, and the record does not include such a statement, the extent to which a claim of an account debtor against the assignor may be asserted against an assignee is determined as if the record included such a statement. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

e.<\/span> Inapplicability to health-care-insurance receivable. This section does not apply to an assignment of a health-care-insurance receivable. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nRIGHTS ACQUIRED BY ASSIGNEE; CLAIMS AND DEFENSES AGAINST ASSIGNEE (\u00a7 8.9A-404)\n\na. Assignee’s rights subject to terms, claims, and defenses; exceptions.\nUnless an account debtor has made an enforceable agreement not to assert\ndefenses or claims, and subject to subsections (b) through (e), the rights of an\nassignee are subject to:\n\n 1. all terms of the agreement between the account debtor and assignor and any\n defense or claim in recoupment arising from the transaction that gave rise to\n the contract; and\n\n 2. any other defense or claim of the account debtor against the assignor which\n accrues before the account debtor receives a notification of the assignment\n signed by the assignor or the assignee.\n\nb. Account debtor’s claim reduces amount owed to assignee. Subject to\nsubsection (c) and except as otherwise provided in subsection (d), the claim of\nan account debtor against an assignor may be asserted against an assignee under\nsubsection (a) only to reduce the amount the account debtor owes.\n\nc. 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\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 account debtor’s recovery against an assignee with respect to\nclaims and defenses against the assignor may not exceed amounts paid by the\naccount debtor under the record, and the record does not include such a\nstatement, the extent to which a claim of an account debtor against the assignor\nmay be asserted against an assignee is determined as if the record included such\na statement.\n\ne. Inapplicability to health-care-insurance receivable. This section does not\napply to an assignment of a health-care-insurance receivable.\n\nHISTORY: 1964, c. 219, \u00a7 8.9-318; 1973, c. 509; 2000, c. 1007; 2024, c. 652.","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}}