Change of Creditor - Lawyer in Poland

Assignment.

A creditor can, without the debtor's consent, transfer a claim to a third party (assignment) unless the same is contrary to the law, a contractual stipulation or the nature of the obligation.The assignment of a claim transfers to the assignee all the rights related to the claim, especially a claim for outstanding interest.

Obliging and disposing effect; causability.

A contract of sale, exchange, donation or other contract creating an obligation to transfer a claim transfers the claim to the assignee unless a specific regulation provides otherwise or the parties decide otherwise.If an assignment contract is executed in performance of an obligation arising from an earlier contract imposing an obligation to assign the claim, from legacy, from unjust enrichment or another event, the validity of the assignment contract depends on the existence of the obligation.

Form.

If a claim is stated in writing, its assignment should also be stated in writing.

Payment to assignor.

Until the assignor informs the debtor of the assignment, performance made to the previous creditor is effective towards the assignee unless, at the time the performance was made, the debtor knew of the assignment. This provision applies accordingly to other legal acts between a debtor and a previous creditor.

Debtor's defenses.

A debtor is entitled to all defenses against the assignee of the claims which it had against the assignor at the time it learned of the assignment.§ 2. A debtor can set off any claim it may have against the assignor against the assigned claim even though it became due and payable only after the debtor received notice of the assignment. This does not, however, apply where the claim against the assignor became due and payable after the claim which is the subject of the assignment.

Stipulation of debtor's consent.

If a claim is stated in writing, a contractual stipulation that assignment cannot be made without the debtor's consent is effective towards the assignee only when the document contains a mention of the stipulation unless the assignee knew of the stipulation at the time of assignment.

Assignor's defenses.

If a debtor who receives written notice of assignment from the assignor makes a performance to the assignee of the claim, the assignor may raise against the debtor the defense of invalidity of the assignment or defenses resulting from its legal basis only if, at the time the performance was made, the defenses were known to the debtor. This provision applies accordingly to other legal acts between a debtor and a claim assignee.

Assignor's liability.

The assignor of a claim is liable towards the assignee for being entitled to the claim. The assignor is liable for the debtor's solvency at the time of assignment only to the extent that he accepts such liability.

No assignment.

The provisions on assignment do not apply to claims related to bearer instruments or to instruments transferrable by endorsement. A claim under bearer instrument is assigned by the ownership of the instrument being transferred. For the ownership of the instrument to be transferred, the instrument needs to be handed over.

Subrogation.

A third party who pays off a creditor acquires the paid-off claim up to the amount of the payment made if:1) he pays another person's debt for which he is liable personally or with certain property items;2) he has a right over which the paid-off claim takes priority of satisfaction;3) he acts with the debtor's consent in order to assume the creditor's rights; the debtor's consent should be givenin writing; otherwise it will be invalid;4) specific regulations so provide. In the above instances, a creditor cannot refuse to accept a performance which is already due and payable. If a creditor is paid off by a third party only partially, he has priority of satisfaction with regard to the remaining part over a claim transferred to the third party as a result of partial payment