(1) Unless an account debtor has made an enforceable agreement not to assert defenses or claims, and subject to subsections (2) through (5), the rights of an assignee are subject to all of the following:
  (a) 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.

Terms Used In Michigan Laws 440.9404

  • Account debtor: means a person obligated on an account, chattel paper, or general intangible. See Michigan Laws 440.9102
  • Consumer: means an individual who enters into a transaction primarily for personal, family, or household purposes. See Michigan Laws 440.1201
  • Contract: A legal written agreement that becomes binding when signed.
  • Debtor: means 1 of the following:
  (i) A person having an interest, other than a security interest or other lien, in the collateral, whether or not the person is an obligor. See Michigan Laws 440.9102
  • Health-care-insurance receivable: means an interest in or claim under a policy of insurance which is a right to payment of a monetary obligation for health-care goods or services provided. See Michigan Laws 440.9102
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. See Michigan Laws 440.1201
  •   (b) Any other defense or claim of the account debtor against the assignor that accrues before the account debtor receives a notification of the assignment authenticated by the assignor or the assignee.
      (2) Subject to subsection (3) and except as otherwise provided in subsection (4), the claim of an account debtor against an assignor may be asserted against an assignee under subsection (1) only to reduce the amount the account debtor owes.
      (3) This section is subject to law other than this article that establishes a different rule for an account debtor who is an individual and who incurred the obligation primarily for personal, family, or household purposes.
      (4) 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.
      (5) This section does not apply to an assignment of a health-care-insurance receivable.