Consumer Law, Warranties Are promissory notes assignable when?

[matrixx]

I issued a promissory note for consideration in a,Asset puchase agreement. The assets were both material..( inventory),and executory...(A tradename agreement lasting for the, ten year term of the payment schedule of the note), otherwise for the written term of my obligation,10 years! The agreement contains a "non assignment clause" /without written consent of all parties,however the promissory note, does not! The agreement was made w/ a corporation, and I just recently got a phone call from a individual claiming he now, is holder of the note. Does not the agreement under which it was issued, somewhat determine to what extent,the note is negotiable?Even though the closest provision on the note to a transfer is, the right to "Modify without consent or notice to anyone, other than the party with whom the modification was made". I thought the non assignment clause w/ binding effect meant, both parties have right to know who were going to do business w/' before ,entering in to the agreement itself? Do I have grounds for breach of contract?

 

[Michael Wechsler]

Non-assignment is usually binding on the purchaser, not on the seller. This is because who receives the money is irrelevant to the purchaser - it's just the name he needs to put on the monthly check. The buyer, on the other hand, is more important. If the deal was made on the assumption that the buyer is bona fide and solvent, what would prevent the buyer from selling the assets and assigning the agreement to another practically insolvent party, getting money back, and then leaving the seller to deal with a party with whom he/she didn't intend to sell and deal with insolvency? Thus, the party receiving and using the goods/services/licenses is typically bound by a non-assignment clause. The same goes for personal services, e.g. I hire web designer A who then decides to assign the contract to inferior web designer B - why should I be bound by that contract?