336.9-403 Agreement not to assert defenses against assignee.
(a) Value. In this section, "value" has the meaning provided in section 336.3-303(a).
(b) 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:
(1) for value;
(2) in good faith;
(3) without notice of a claim of a property or possessory right to the property assigned; and
(4) 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 section 336.3-305(a).
(c) 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 section 336.3-305(b).
(d) Omission of required statement in consumer transaction. In a consumer transaction, if a record evidences the account debtor's obligation, law other than this article 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) the record has the same effect as if the record included such a statement; and
(2) the account debtor may assert against an assignee those claims and defenses that would have been available if the record included such a statement.
(e) Rule for individual under other law. This section is subject to law other than this article 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) Other law not displaced. Except as otherwise provided in subsection (d), this section does not displace law other than this article which gives effect to an agreement by an account debtor not to assert a claim or defense against an assignee.
HIST: 2000 c 399 art 1 s 65
* NOTE: This section, as added by Laws 2000, chapter 399, *article 1, section 65, is effective July 1, 2001. Laws 2000, *chapter 399, article 1, section 130.
* NOTE: Minnesota Statutes 1998, section 336.9-403, which *reads as follows, is repealed July 1, 2001. Laws 2000, chapter *399, article 1, section 130.
* "336.9-403 What constitutes filing; duration of filing; *effect of lapsed filing; duties of filing officer.
* (1) Presentation for filing of a financing statement and *tender of the filing fee or acceptance of the statement by the *filing officer constitutes filing under this article.
* (2) Except as provided in subsection (6) a filed financing *statement is effective for a period of five years from the date *of filing. The effectiveness of a filed financing statement *lapses on the expiration of the five-year period unless a *continuation statement is filed prior to the lapse. Upon lapse *the security interest becomes unperfected, unless it is *perfected without filing. If the security interest becomes *unperfected upon lapse, it is deemed to have been unperfected as *against a person who became a purchaser or lien creditor before *lapse.
* (3) A continuation statement may be filed by the secured *party within six months prior to the expiration of the five-year *period specified in subsection (2). Any such continuation *statement must be signed by the secured party, set forth the *name, social security number or other tax identification number *of the debtor, and address of the debtor and secured party as *those items appear on the original financing statement or the *most recently filed amendment, identify the original statement *by file number and filing date, and state that the original *statement is still effective. A continuation statement signed *by a person other than the secured party of record must be *accompanied by a separate written statement of assignment signed *by the secured party of record and complying with subsection (2) *of section 336.9-405, including payment of the required fee. *Upon timely filing of the continuation statement, the *effectiveness of the original statement is continued for five *years after the last date to which the filing was effective *whereupon it lapses in the same manner as provided in subsection *(2) unless another continuation statement is filed prior to such *lapse. Succeeding continuation statements may be filed in the *same manner to continue the effectiveness of the original *statement. Unless a statute on disposition of public records *provides otherwise, the filing officer may remove a lapsed *statement from the files and destroy it immediately if the *officer has retained a copy in a format which meets archival *standards, or in other cases after one year after the lapse. *The filing officer shall so arrange matters that if the officer *physically destroys the financing statements of a period more *than five years past, those which have been continued by a *continuation statement or which are still effective under *subsection (6) shall be retained.
* (4) Except as provided in subsection (7) a filing officer *shall mark each statement with a file number and with the date *and hour of filing and shall hold the statement or a copy in a *format that meets archival standards for public inspection. In *addition the filing officer shall index the statements according *to the name of the debtor and shall note in the index the file *number, the address of the debtor given in the statement, and *the social security number or other tax identification number of *the debtor given in the statement.
* (5) The secretary of state shall prescribe uniform forms *for statements and samples thereof shall be furnished to all *filing officers in the state. The uniform fee for filing and *indexing and for stamping a copy furnished by the secured party *to show the date and place of filing:
* (a) for an original financing statement or statement of *continuation on a standard form prescribed by the secretary of *state, is $15 for up to two debtor names and $15 for each *additional name thereafter;
* (b) for an original financing statement or statement of *continuation that is not on a standard form prescribed by the *secretary of state, is $20 for up to two debtor names and $20 *for each additional name thereafter;
* (c) for an amendment on a standard form prescribed by the *secretary of state that does not add debtor names, is $15;
* (d) for an amendment that is not on a standard form *prescribed by the secretary of state and that does not add *debtor names, is $20;
* (e) for an amendment on a standard form prescribed by the *secretary of state that adds more than one debtor name, is $15 *per debtor name; and
* (f) for an amendment that is not on a standard form *prescribed by the secretary of state that adds more than one *debtor name, is $20 per debtor name.
* In no case will a filing officer accept more than four *additional pages per financing statement for filing in the *Uniform Commercial Code records.
* The secretary of state shall adopt rules for filing, *amendment, continuation, termination, removal, and destruction *of financing statements.
* (6) If the debtor is a transmitting utility (subsection (5) *of section 336.9-401) and a filed financing statement so states, *it is effective until a termination statement is filed. A real *estate mortgage which is effective as a fixture filing under *subsection (6) of section 336.9-402 remains effective as a *fixture filing until the mortgage is released or satisfied of *record or its effectiveness otherwise terminates as to the real *estate.
* (7) When a financing statement covers timber to be cut or *covers minerals or the like (including oil and gas) or accounts *subject to subsection (5) of section 336.9-103, or is filed as a *fixture filing, it shall be filed for record and the filing *officer shall index it under the names of the debtor and any *owner of record shown on the financing statement in the same *fashion as if they were the mortgagors in a mortgage of the real *estate described, and, to the extent that the law of this state *provides for indexing of mortgages under the name of the *mortgagee, under the name of the secured party as if the secured *party were the mortgagee thereunder, or, for filing offices *other than the secretary of state, where indexing is by *description in the same fashion as if the financing statement *were a mortgage of the real estate described.
* (8) The fees provided for in this article shall supersede *the fees for similar services otherwise provided for by law *except in the case of security interests filed in connection *with a certificate of title on a motor vehicle."
Official Publication of the State of Minnesota
Revisor of Statutes