§ 34.1-9-404 — Rights acquired by assignee; claims and defenses against assignee

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