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HomeCommercial CodeDiv. 9Ch. 4§ 9405 Contract Assignment Modifications

§ 9405 Contract Assignment Modifications

Commercial Code·California
AI Summary·Official Text·Key Terms·Related Statutes·References
AI SummaryVerified

§ 9405 Contract Assignment Modifications

Key Takeaways

  • •If someone changes or replaces a contract you were assigned, it’s valid if done honestly. You then get the rights under the new contract.
  • •The original contract can say that changing it without permission is breaking the rules.
  • •This rule only works if the money hasn’t been fully earned yet, or if the person who owes the money doesn’t know about the assignment.
  • •This doesn’t apply to money owed from health insurance.

Example

You sell your right to get paid for a job you did to someone else. The person who hired you then changes the deal with the new person.

If the change is fair and you hadn’t been paid yet, the new deal is valid, and the person who bought your payment gets the new terms.

AI-generated — May contain errors. Not legal advice. Always verify source.

Official Source
View on CA.gov

§ 9405 Contract Assignment Modifications

(a) A modification of or substitution for an assigned contract is effective against an assignee if made in good faith. The assignee acquires corresponding rights under the modified or substituted contract. The assignment may provide that the modification or substitution is a breach of contract by the assignor. This subdivision is subject to subdivisions (b) to (d), inclusive. (b) Subdivision (a) applies to the extent that either of the following apply: (1) The right to payment or a part thereof under an assigned contract has not been fully earned by performance. (2) The right to payment or a part thereof has been fully earned by performance and the account debtor has not received notification of the assignment under subdivision (a) of Section 9406. (c) This section is subject to law other than this division which establishes a different rule for an account debtor who is an individual and who incurred the obligation primarily for personal, family, or household purposes. (d) This section does not apply to an assignment of a health care insurance receivable. (Repealed (by Sec. 25) and added by Stats. 2000, Ch. 1003, Sec. 26. Effective January 1, 2001. Operative July 1, 2001, by Sec. 56 of Ch. 1003.)

Last verified: January 23, 2026

Key Terms

modification of or substitution for an assigned contractgood faithaccount debtorhealth care insurance receivablepersonal, family, or household purposes

Related Statutes

  • § 9403 Assignment Claim Enforcement
  • § 3403 Unauthorized Signature Effectiveness
  • § 3404 Impostor-Induced Instrument Endorsement
  • § 3406 Negligence In Instrument Forgery
  • § 3418 Recovery For Mistaken Payment

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Commercial Code. Section 9405.
View Official Source