Mich. Comp. Laws » Michigan Compiled Laws / Chapter 440 / Act 174 of 1962
Michigan Compiled Laws

Mich. Comp. Laws § 440.9403 (2026)

Agreement not to assert defenses against assignee.

✓ current as of July 2026
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UNIFORM COMMERCIAL CODE


Act 174 of 1962


440.9403 Agreement not to assert defenses against assignee.

Sec. 9403.

    (1) As used in this section, "value" has the meaning provided in section 3303(1).

    (2) Except as otherwise provided in this section, an agreement between an account debtor and an assignor not to assert against an assignee any claim or defense that the account debtor may have against the assignor is enforceable by an assignee that takes an assignment for value, in good faith, without notice of a claim of a property or possessory right to the property assigned, and without notice of a defense or claim in recoupment of the type that may be asserted against a person entitled to enforce a negotiable instrument under section 3305(1).

    (3) Subsection (2) does not apply to defenses of a type that may be asserted against a holder in due course of a negotiable instrument under section 3305(2).

    (4) In a consumer transaction, if a record evidences the account debtor's obligation, law other than this article requires that the record include a statement to the effect that the rights of an assignee are subject to claims or defenses that the account debtor could assert against the original obligee, and the record does not include such a statement, all of the following apply:

    (a) The record has the same effect as if the record included such a statement.

    (b) The account debtor may assert against an assignee those claims and defenses that would have been available if the record included such a statement.

    (5) This section is subject to law other than this article that establishes a different rule for an account debtor who is an individual and who incurred the obligation primarily for personal, family, or household purposes.

    (6) Except as otherwise provided in subsection (4), this section does not displace law other than this article that gives effect to an agreement by an account debtor not to assert a claim or defense against an assignee.

History: 1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 1964, Act 250, Eff. Aug. 28, 1964 ;-- Am. 1969, Act 74, Imd. Eff. July 21, 1969 ;-- Am. 1976, Act 27, Imd. Eff. Mar. 4, 1976 ;-- Am. 1978, Act 369, Eff. Jan. 1, 1979 ;-- Am. 1980, Act 53, Imd. Eff. Mar. 27, 1980 ;-- Am. 1988, Act 130, Eff. Sept. 1, 1988 ;-- Am. 1992, Act 186, Imd. Eff. Oct. 5, 1992 ;-- Am. 2000, Act 348, Eff. July 1, 2001

Notes of Decisions
Cited in 8 cases, 1974–1995 · leading case: Cont'l Oil Co. v. Citizens Trust & Sav. Bank, 244 N.W.2d 243 (Mich. 1976).
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Cont'l Oil Co. v. Citizens Trust & Sav. Bank, 244 N.W.2d 243 (Mich. 1976). · cites it 3× “This is so because under MCLA 440.9403(4); MSA 19.9403(4), financing statements are to be indexed according to the debtor’s name.”
Yamaha Motor Corp., USA v. Tri-City Motors & Sports, Inc., 429 N.W.2d 871 (Mich. Ct. App. 1988). “MCL 440.9403(2); MSA 19.9403(2). Between February 11, 1980, and April 2, 1980, Hamblen placed three orders with Yamaha for the purchase of thirty-three new motorcycles.”
Brown v. Yousif, 517 N.W.2d 727 (Mich. 1994). “Similarly, we find it unnecessary to rule on defendant’s argument, made for the first time in oral argument before this Court, that plaintiff failed to file a continuation statement pursuant to MCL 440.9403; MSA 19.9403. 6 Indeed, at oral argument, defense counsel admitted…”
Grabscheid v. Calvert Sales, Inc., 157 B.R. 600 (E.D. Mich. 1993). · cites it 11× “§ 440.9403, 150 B.R. 413 (Bankr.E.D.Mich.”
Cont'l Oil Co. v. Citizens Trust & Sav. Bank, 225 N.W.2d 209 (Mich. Ct. App. 1974). “MCLA 440.9403(4); MSA 19.9403(4). One attempting to determine whether or not a particular debtor is involved in another financing arrangement may receive from the filing officer a certificate showing whether there is "any presently effective financing statement naming a…”
Grabscheid v. Calvert Sales, Inc. (In Re C.J. Rogers, Inc.), 150 B.R. 413 (Bankr. E.D. Mich. 1992). “9402 and § 440.9403 (hereafter, “9402” and “9403,” respectively).”
Nbd Bank, Na v. Timberjack, Inc, 527 N.W.2d 50 (Mich. Ct. App. 1994). · cites it 2× “Any other filed financing statement is effective for a period of 5 years after the date of filing.”
Indus. Mach. & Equip. Co. v. Lapeer Cnty. Bank & Trust Co., 540 N.W.2d 781 (Mich. Ct. App. 1995). · cites it 2× “With regard, to MH-40, we conclude that the trial court’s grant of summary disposition in defendant’s favor was proper where plaintiff’s perfected purchase money security interest lapsed when plaintiff failed to file a continuation statement as required by MCL 440.9403(2); MSA…”
— Mich. Comp. Laws § 440.9403(1) — 1 case
Grabscheid v. Calvert Sales, Inc., 157 B.R. 600 (E.D. Mich. 1993). “§ 440.9403, 150 B.R. 413 (Bankr.E.D.Mich.”
— Mich. Comp. Laws § 440.9403(2) — 2 cases
Yamaha Motor Corp., USA v. Tri-City Motors & Sports, Inc., 429 N.W.2d 871 (Mich. Ct. App. 1988). “MCL 440.9403(2); MSA 19.9403(2). Between February 11, 1980, and April 2, 1980, Hamblen placed three orders with Yamaha for the purchase of thirty-three new motorcycles.”
Indus. Mach. & Equip. Co. v. Lapeer Cnty. Bank & Trust Co., 540 N.W.2d 781 (Mich. Ct. App. 1995). “With regard, to MH-40, we conclude that the trial court’s grant of summary disposition in defendant’s favor was proper where plaintiff’s perfected purchase money security interest lapsed when plaintiff failed to file a continuation statement as required by MCL 440.9403(2); MSA…”
— Mich. Comp. Laws § 440.9403(3) — 1 case
Nbd Bank, Na v. Timberjack, Inc, 527 N.W.2d 50 (Mich. Ct. App. 1994). “Any other filed financing statement is effective for a period of 5 years after the date of filing.”
— Mich. Comp. Laws § 440.9403(4) — 2 cases
Cont'l Oil Co. v. Citizens Trust & Sav. Bank, 244 N.W.2d 243 (Mich. 1976). “This is so because under MCLA 440.9403(4); MSA 19.9403(4), financing statements are to be indexed according to the debtor’s name.”
Cont'l Oil Co. v. Citizens Trust & Sav. Bank, 225 N.W.2d 209 (Mich. Ct. App. 1974). “MCLA 440.9403(4); MSA 19.9403(4). One attempting to determine whether or not a particular debtor is involved in another financing arrangement may receive from the filing officer a certificate showing whether there is "any presently effective financing statement naming a…”
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