Assignment in European Private International Law: Claims as Property and the European Commission's "Rome I Proposal"
The assignment of contractual rights is of immense importance for the world of business and finance. Never before have assignments taken place on such a large scale as is the case in the contemporary securitisation market. Many receivables-based financial transactions, such as securitisations, are cross-border transactions. It is therefore often crucial to determine which law governs the proprietary aspects of assignment. The European Commission has, in its "proposal for a regulation on the law applicable to contractual obligations," formulated a new conflict rule referring the enforceability of an assignment against third parties to the law of the assignor's residence. This book demonstrates how the solution which has been adopted by the Commission is inadequate for receivables-based cross-border transactions. The authors argue that a cross-border assignment should, instead, be governed by the law chosen by the assignor and the assignee and, in the absence of a choice, by the law applicable to the assigned claim. The most important policy behind the Commission's conflict rule, i.e. that the assignor's creditors should be able to look to the assignor's law for registration requirements, can be realized in subtler ways, in particular by means of a special conflict rule for public filing systems. The Annexes contain the full texts of the Commission's Proposal, the UN Convention on the Assignment of Receivables, and Chapter 11 of the Principles of European Contract Law (Assignment of Claims).
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Article 12 of the Rome Convention
Article 13 of the Rome I Proposal
Choiceoflaw with external effect in European
Law Applicable in the Absence of Choice
The proper law of the assigned receivables
Article 1451 of the Swiss Private International Law Act IPRG
Law of the Assignors Residence
Conflict rule is unjustly onesided
Continuance of business practices
accordance agreement annex arising article 13 aspects of assignment assets assigned claim assigned debtor assigned receivable assignee assignee’s Assignment of Receivables assignor assignor and assignee assignor’s residence choice choice-of-law competing claimant conflict of laws conflict rule conflict rule referring contract of assignment contractual obligations court declaration Dutch law English law EUIR European Union floating charge German law governing the assigned governing the proprietary habitual residence Hansa Hoge Raad insolvency proceedings Internationales IPRG jurisdictions Kieninger law applicable law chosen law governing law of obligations legal system lex situs Member ment notification original contract paragraph party autonomy payment place of business pledge private international law proper law Proposal proprietary aspects public filing systems registration Regulation relevant requirement respect Rome Convention scope of article securitisation security assignment signee signment signor solution Stadler Stoll subrogation subsequent assignment substantive law territorial units third party third persons tion transfer WPNR