THE WEBINAR IS FULLY SUBSCRIBED
Assignment of intangible assets in the form of a chose or thing in action is a cornerstone of commercial practice. However, its operation is difficult to understand. Typically, it is conceived of as a ‘transfer’ of the chose in action from the assignor to the assignee, such that at least so far as the ‘benefits’ of the chose are concerned, the assignor ‘drops out’. On this ‘substitutive transfer’ model of assignment, the assignor’s place as obligee to whom the obligor to the chose in action is duty-bound is taken by the assignee, such that following the assignment, the obligor becomes duty-bound to the assignee, and not the assignor.
The explanatory power of this ‘substitutive transfer’ model is, however, limited. For example, it cannot fully explain why priority disputes between competing assignees to the same chose in action are not resolved by reference to the order of assignment, but by reference to the time when notice of assignment is given (this is the so-called ‘rule in Dearle v Hall’). It also cannot readily explain why an assignee of a contractual chose in action is bound by an arbitration clause in that contract (so far as the obligor’s immunity from being sued other than through arbitration proceedings may be characterised as a ‘burden’).
This seminar will introduce participants to a different conception of assignment. It will be suggested that an assignment is better conceived not as a ‘substitutive transfer’, but as a distinct institution having the effects one would associate with the constitution of a bare trust, coupled with the effects one would associate with an unusual form of agency in which the assignor delegates to the assignee all her powers against the obligor to the chose, whilst also releasing the assignee from the typical fiduciary duties associated with such delegation of powers.
The seminar will then examine some of the possible implications of this model. In particular, it will examine how an anti-assignment clause might operate if assignments are conceived of in this manner. It will also examine how choice of law rules (conflicts rules) relating to the assignment of debts, and the priority of claims between competing assignees to the same debt, might be understood and developed.
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Professor Tham Chee Ho, School of Law, Singapore Management University
||Comment by Professor Adrian Briggs QC (Hon), Oxford University
Moderator: Professor Adeline Chong, Singapore Management University
Justice Vinodh Coomaraswamy, Supreme Court of Singapore
Professor Adrian Briggs QC (Hon)
Professor Tham Chee Ho
Mr Loong Tse Chuen, Allen & Gledhill LLP
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Registration Fees: SGD 96.30 (Inclusive of GST)
CPD Points - TBC
Practice Area: Corporate/Commercial
Training Category: General
SILE Attendance Policy
Participants who wish to obtain CPD Points are reminded that they must comply strictly with the Attendance Policy set out in the CPD Guidelines. For this activity, this includes logging in at the start of the webinar and logging out at the conclusion of the webinar in the manner required by the organiser, and not being absent from the entire activity for more than 15 minutes. Participants who do not comply with the Attendance Policy will not be able to obtain CPD Points for attending the activity. Please refer to http://www.sileCPDcentre.sg for more information.