UMOWNE ZASTRZEŻENIE OBOWIĄZKU UZYSKANIA ZGODY DŁUŻNIKA NA PRZELEW WIERZYTELNOŚCI
DEBTOR’S CONSENT FOR THE ASSIGNMENT OF RECEIVABLES

Summary/Abstract: The paper deals with the issue of contractual provisions obliging the creditor to obtain the debtor’s consent for the assignment of receivables. Article 514 of the Civil Code, which set outs the prerequisites of the effectiveness of pactum de non cedendo towards the acquirer of the receivables, is crucial for consideration of the above issue. The acquirer enjoys protection even if the document stating the receivables came from the creditor as long as it was also signed by the debtor. In particular, a VAT invoice issued by the creditor may be such a document. Then the protection may be excluded only if the acquirer was aware of the stipulation. The solution of the Polish legal system raises certain doubts, as in certain situation it excessively protects the debtor in particular in case of assignment of monetary receivables and receivables comprising part of the enterprise. In the aforementioned situation it is justified to require the debtor’s consent only due to important reasons on the debtor’s side.

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