2000 Minnesota Statutes

     336.9-404 Rights acquired by assignee; claims and 
  defenses against assignee. 

    (a)    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: 

    (1) 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 

    (2) any other defense or claim of the account debtor 
 against the assignor which accrues before the account debtor 
 receives a notification of the assignment authenticated by the 
 assignor or the assignee. 

    (b)    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.

    (c)    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. 

    (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 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)    Inapplicability to health-care-insurance 
 receivable.  This section does not apply to an assignment of a 
 health-care-insurance receivable. 

    HIST: 2000 c 399 art 1 s 66 

*   NOTE:  This section, as added by Laws 2000, chapter 399, 
*article 1, section 66, is effective July 1, 2001.  Laws 2000, 
*chapter 399, article 1, section 130. 

*   NOTE:  Minnesota Statutes 1998, section 336.9-404, which 
*reads as follows, is repealed July 1, 2001.  Laws 2000, chapter 
*399, article 1, section 130. 

*   "336.9-404 Termination statement. 

*   (1) If a financing statement covering consumer goods is 
*filed on or after January 1, 1977, then within one month or 
*within ten days following written demand by the debtor after 
*there is no outstanding secured obligation and no commitment to 
*make advances, incur obligations or otherwise give value, the 
*secured party must file with each filing officer with whom the 
*financing statement was filed, a termination statement to the 
*effect that the secured party no longer claims a security 
*interest under the financing statement.  The termination 
*statement must set forth the name 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 financing statement by file number and filing date; and 
*be signed by the secured party.  In other cases whenever there 
*is no outstanding secured obligation and no commitment to make 
*advances, incur obligations, or otherwise give value, the 
*secured party must on written demand by the debtor send the 
*debtor, for each filing officer with whom the financing 
*statement was filed, a termination statement to the effect that 
*the secured party no longer claims a security interest under the 
*financing statement, which shall be identified by file number.  
*A termination 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.  If the affected secured 
*party fails to file such a termination statement as required by 
*this subsection, or to send such a termination statement within 
*ten days after proper demand therefor the secured party shall be 
*liable to the debtor for $100, and in addition for any loss 
*caused to the debtor by such failure. 

*   (2) On being presented with such a termination statement 
*the filing officer must note it in the index.  If a duplicate 
*termination statement is provided, the filing officer shall 
*return one copy of the termination statement to the secured 
*party stamped to show the time of receipt thereof.  If the 
*filing officer has a record of the financing statement in a 
*format that meets archival standards, and of any related 
*continuation statement, statement of assignment and statement of 
*release, the filing officer may remove the originals from the 
*files at any time after receipt of the termination statement, or 
*having no such record, the filing officer may remove them from 
*the files at any time after one year after receipt of the 
*termination statement. 

*   (3) There shall be no fee collected for the filing of a 
*termination if the termination statement is in the standard form 
*prescribed by the secretary of state.  The fee for filing a 
*termination statement on a form that is not the standard form 
*prescribed by the secretary of state is $5.  If the original 
*financing statement was subject to subsection (5) of section 
*336.9-402, the fee prescribed by section 357.18, subdivision 1, 
*clause (1), is also required."