The purpose of this article is to examine the nature of assignment as it relates toudcontractual debts and contractual rights in general, before addressing problems presentedudby non-assignment clauses.1 The assignment of things in action sits precariously betweenudcontract law and property law and non-assignment clauses cannot properly be understoodudwithout an appreciation of this hybrid character of assignment.2 Non-assignment clausesudpose the question whether and in what circumstances contractual rights are items ofudproperty. They also demand an examination of the doctrine of privity of contract and audresponse to the question whether one contracting party has the right unilaterally to varyudthe contract. Finally, non-assignment clauses set two primary values at odds with eachudother, namely freedom of contract and the free alienation of items of property. To audsignificant extent, the practical problems presented by non-assignment clauses willuddiminish when expected secondary legislation nullifying non-assignment clauses in theudfield of receivables (or book debts) comes into force,3 but some of the leading cases doudnot involve receivables and the subject therefore continues to merit attention for practicaludas well as for theoretical reasons.
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