Protection of debtors on assignment under English and French law and the principles of European Contract Law

In an economy where the importance of receivables is continually increasing, the legalrules governing assignment can no longer be confined within national boundaries. Recently, several international texts with provisions on assignment have been adopted,including the Principles of European Contract Law (PECL) and their heir presumptive,the Draft Common Frame of Reference (DCFR). These texts can be seen as intending to facilitate assignment and therefore to favour indirectly assignees, whereas traditionally English and French law seek to ensure an effective protection of debtors, though in different ways and to different extents. As the Principles of European Contract Law or the Draft Common Frame of Reference may in the future have a direct impact on English and French private law, including the law of assignment, it is important to assess their impact on the protection of debtors as compared to these two existing national laws. Three levels of protection of debtors can be distinguished: the legal and contractual restrictions on assignment, the determination of the quantum of the right assigned and the determination of the person entitled to performance. This tripartite comparative analysis reveals several remarkable common points between English and French law, most notably in the area of the defences available to debtors on assignment. The PECL replicate these convergences and generally do not bring any major innovations on the protection of debtors. By setting clear and detailed rules for aspects of assignment still unsettled in national laws, the PECL contribute to the increase of legal security and indirectly improve the debtors’ situation. However, the inherent limited scope of international academic texts and the complexity of assignment prevent the PECL from having an even more considerable impact on the progress of the protection of debtors in English and French law