{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/8.9A-405.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/8.9A-405.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/8.9A-405.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/8.9A-405.html"}],"law_id":78678,"edition_id":1,"section_id":78678,"structure_id":15875,"section_number":"8.9A-405","catch_line":"Modification of assigned contract","history":"1964, c. 219, \u00a7 8.9-318; 1973, c. 509; 2000, c. 1007.","full_text":"a\n\nEffect of modification on assignee. A modification of or substitution for an assigned contract is effective against an assignee if made in good faith. The assignee acquires corresponding rights under the modified or substituted contract. The assignment may provide that the modification or substitution is a breach of contract by the assignor. This subsection is subject to subsections (b) through (d).b\n\nApplicability of subsection (a). Subsection (a) applies to the extent that:1\n\nthe right to payment or a part thereof under an assigned contract has not been fully earned by performance; or2\n\nthe right to payment or a part thereof has been fully earned by performance and the account debtor has not received notification of the assignment under § 8.9A-406 (a).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\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":281913,"text":"Effect of modification on assignee. A modification of or substitution for an assigned contract is effective against an assignee if made in good faith. The assignee acquires corresponding rights under the modified or substituted contract. The assignment may provide that the modification or substitution is a breach of contract by the assignor. This subsection is subject to subsections (b) through (d).","type":"section","prefixes":["a"],"prefix":"a","entire_prefix":"a","prefix_anchor":"a","level":1,"next_prefix":"b"},"1":{"id":281914,"text":"Applicability of subsection (a). Subsection (a) applies to the extent that:","type":"section","prefixes":["b"],"prefix":"b","entire_prefix":"b","prefix_anchor":"b","level":1,"prior_prefix":"a","next_prefix":"b1"},"2":{"id":281915,"text":"the right to payment or a part thereof under an assigned contract has not been fully earned by performance; or","type":"section","prefixes":["b","1"],"prefix":"1","entire_prefix":"b1","prefix_anchor":"b1","level":2,"prior_prefix":"b","next_prefix":"b2"},"3":{"id":281916,"text":"the right to payment or a part thereof has been fully earned by performance and the account debtor has not received notification of the assignment under § 8.9A-406 (a).","type":"section","prefixes":["b","2"],"prefix":"2","entire_prefix":"b2","prefix_anchor":"b2","level":2,"prior_prefix":"b1","next_prefix":"c"},"4":{"id":281917,"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":"b2","next_prefix":"d"},"5":{"id":281918,"text":"Inapplicability to health-care-insurance receivable. This section does not apply to an assignment of a health-care-insurance receivable.","type":"section","prefixes":["d"],"prefix":"d","entire_prefix":"d","prefix_anchor":"d","level":1,"prior_prefix":"c"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/8.9A-405\/","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 2 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>.<\/p>","references":false,"refers_to":[{"id":78910,"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","order_by":null,"url":"\/8.9A-406\/"}],"permalink":{"id":284155,"object_type":"law","relational_id":78678,"identifier":"8.9A-405","token":"8.9A\/4\/8.9A-405","url":"\/8.9A-405\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/8.9A-405\/","token":"8.9A\/4\/8.9A-405","dublin_core":{"Title":"Modification of assigned contract","Type":"Text","Format":"text\/html","Identifier":"\u00a7 8.9A-405","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

a.<\/span> Effect of modification on assignee. A modification of or substitution for an assigned contract<\/span> is effective against an assignee if made in good faith. The assignee acquires corresponding rights under the modified or substituted contract<\/span>. The assignment may provide that the modification or substitution is a breach of contract<\/span> by the assignor. This subsection is subject to subsections (b) through (d). <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

b.<\/span> Applicability of subsection (a). Subsection (a) applies to the extent that: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> the right to payment or a part thereof under an assigned contract<\/span> has not been fully earned by performance; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> the right to payment or a part thereof has been fully earned by performance and the account debtor has not received notification of the assignment under § 8.9A-406<\/a> (a). <\/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> 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\nMODIFICATION OF ASSIGNED CONTRACT (\u00a7 8.9A-405)\n\na. Effect of modification on assignee. A modification of or substitution for an\nassigned contract is effective against an assignee if made in good faith. The\nassignee acquires corresponding rights under the modified or substituted\ncontract. The assignment may provide that the modification or substitution is a\nbreach of contract by the assignor. This subsection is subject to subsections\n(b) through (d).\n\nb. Applicability of subsection (a). Subsection (a) applies to the extent that:\n\n 1. the right to payment or a part thereof under an assigned contract has not\n been fully earned by performance; or\n\n 2. the right to payment or a part thereof has been fully earned by performance\n and the account debtor has not received notification of the assignment under\n § 8.9A-406 (a).\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. 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.","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}}