Assignment and Rome I: Towards a Principled Solution

Richard Fentiman

The current review of Article 14 of the Rome I Regulation is confined to the effectiveness of an assignment against third parties other than the debtor. Market certainty requires a broader consideration of the principles governing the cross-border assignment of contract debts, addressing also the effectiveness of an assignment, against both assignor and debtor, and perfection by notice. Principle suggests that the law governing the contract of assignment should regulate the effectiveness of the assignment between assignor and assignee, and between the assignee and third parties including the debtor. The law governing the contract creating the debt should control perfection of the assignment, and priority between competing assignments. It is doubtful whether bulk assignments in general require special treatment. However, consideration should be given to whether assignees in the receivables financing market should be entitled to rely on the assignor's local law in matters concerning priority.

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