Sale stands to alienate. "Surrender", "transport", "sale" are words to describe the legal transaction by which ownership of property or a whole property or a right pass the heritage of the transferor to the transferee ( the transferee). The term transfer of business assets is an example of the assignment of a heritage ensemble comprising both movable property such as the one hand, goods and equipment, and other rights, such that the sign, trade name, the right and lease customers. "Assignment" is used for claims, but it also uses the term "transport of assets".
In the general case, the transfer involves two people as in the case of the sale of common ownership of a wall, a grandfather or a patent. However, the assignment may also bring together three people when one of them, the seller sends to another, the transferee's claim it has the third called "the debtor sold" as is the case of assignment of a lease.
The assignment transferred automatically to the transferee's rights and shares owned by the transferor and attached to the assigned receivable, including the enforcement order obtained by the assignor against the bond guaranteeing payment of the claim (Com. February 5, 2008, BICC No. 682 of May 15, 2008 .) and except as otherwise required or restricted stock by nature, action for damages in contract or tort, which is the accessory. Accordingly, case assignment, the debtor may raise against the assignee exceptions inherent in the debt even if they appeared after the notification of the assignment (Commercial Division January 12, 2010 appeal No. 08-22000, No. BICC 724 15 June 2010 and Legifrance. See also the note of Mr. Delpech referenced in the Bibliography below. And yet, when the company manager was sentenced to pay a bank for damages for fraudulent claims mobilization and found that the bank had then sold these debts with all ancillary rights thereto, an appellate court has exactly deduced that the assignee was entitled to seek enforcement of the decision against the company manager. (2nd Civil Chamber December 17, 2009, appeal No. 09-11612, BICC No. 723 of 1 June 2010 and Legifrance). In the case of a sale of real estate have been the subject of a lease, the buyer will become the direct provider of the person occupying the dwelling or the business as a tenant. The assignment of credit granted as security is terminated without any particular formality for amounts exceeding the debt that is owed to the transferee by the transferor bank. (Commercial appeal February 9, 2010: 09-10119, BICC No. 725 of 1 July 2010 and Legifrance).
The contract between the assignor and the assignee does not become perfect then the meaning provided by section 1690 of the Civil Code. The assignee of a professional who has given notice of assignment under of Article L. 313-28 of the Monetary and financial benefits of a warranty claim against the transferor, guarantor secured, without having to justify a prior lawsuit against the debtor or even sold its notice, however, remain liable to justify an application addressed to the debtor friendly or the occurrence of an event makes it impossible that payment. (Comm., September 18, 2007, BICC No. 673 of December 15, 2007). When the assignment is made to work as security for a loan, the seller remains liable, as principal debtor, towards the receiving institution which granted him the credit, irrespective of whether the assigned receivable has not been declared the debtor's estate sold. (Commercial, October 20, 2009, appeal No. 08-18233, No. 719 BICC 1 aril Legifrance 2010). See also Com., 4 December 2001, Appeal No. 98-17. 52, Bull. 2001, IV, No. 192 and the note of Mrs. Way-Bomben referenced in the Bibliography below. The meaning of an assignment of lease rights, made during the lease by way of findings at a forum, does not require acceptance of the lessor to make this assignment against the latter. (3rd Civ. - February 3, 2010, appeal : 08-19420, BICC No. 725 of 1 July 2010 and Legifrance). See also: the note of Mr. Forest referenced in the Bibliography below and Com., June 27, 1961, Appeal No. 58-11. 606, Bull. 1961, No 292 (discharge); third Civ., 1 March 1972, appeal No. 70-12. 313, Bull. 1972, III, No. 148.
As noted above, the legal operation containing an assignment is called "transport of assets". In practice notarial act most often includes a phrase such as "John Doe sells, assigns and transfers to X. ..".
The transfer of debt has the effect of producing a novation by change of debtor. Provided that the creditor was a party to the deed, assignment of debt releases the original debtor from his obligations. It becomes a creditor of the transferee. Such is the case in which the debtor has sold his business to a third party and that the conveyance provided for the transfer of debts and receivables to the purchaser. But if the creditor was not party to the deed, the agreement is not enforceable against him and the conversion does not occur. In other words, when not performing its obligations by the purchaser of funds, the seller remains liable for the consequences of the failure of the buyer (1st Civil Chamber, April 30, 2009, appeal: 08-11093, BICC No. 709 of October 15, 2009 and Legifrance). See note to Mrs. Maugeri referenced to the bibliography below.
See also sections Action (corporate), Delegation, taking over businesses.
Texts
C. civ. art. 1689 and s.
Ordinance No. 2009-15 of 8 January 2009 relating to financial instruments (sale of securities).
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