§490:9-404  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:



(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)  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. [L 2000, c 241, pt of §1]