Section 4: Assignment of contract

A contracting party, the assignor, may assign his status as a party to the contract to a third party, the assignee, with the agreement of his co-contracting party, the assignee. This agreement may be given in advance, in particular in the contract concluded between the future assignor and assignee, in which case the assignment takes effect with regard to the assignee when the contract concluded between the assignor and assignee…

If the assigned party has expressly consented, the assignment of the contract releases the assignor for the future. Failing this, and unless otherwise agreed, the assignor is jointly and severally liable to perform the contract.

The assignee may set up against the assignee the defences inherent in the debt, such as nullity, the defence of non-performance, rescission or set-off of related debts. The assignee may not raise against the assignee any defences personal to the assignor. The assignee may raise against the assignee any defences that he could have raised against the assignor.

If the assignor is not discharged by the assignee, any security interests that may have been granted survive. Otherwise, security interests granted by the assignor or by third parties only survive with their agreement. If the assignor is discharged, his joint and several co-debtors remain liable after deducting their share of the debt.