Conflict-of-laws rules on assignments of receivables in the United States and Canada
Bibliographic record
Abstract
Abstract This article describes the conflict-of-laws rules of the USA and Canada on the effectiveness against third parties and priority of an assignment of trade receivables. Comparisons are also made with the rules proposed on these issues by the European Commission’s Proposal of 12 March 2018 and the UNCITRAL Model Law on Secured Transactions. The conflict-of-laws rules examined in the article generally designate the location of the assignor as the place whose law applies to the effectiveness against third parties and the priority of an assignment. The article shows however that the definition of the location of the assignor varies from one jurisdiction to another (statutory seat, chief executive office, state of constitution, etc.) Moreover, the US rules and certain Canadian rules define the location of a business corporation using a criterion which is different depending on the corporation’s jurisdiction of incorporation. In addition, the European Commission’s Proposal allows the parties to an assignment made in the course of a securisation transaction to deviate from the assignor’s location rule and select the law governing the receivable as the applicable law. All of these differences result in a lack of harmonization. The article also summarizes the analysis that a financier must conduct to identify the jurisdiction(s) where the financier would normally want that an assignment in its favour be recognized. The relevant jurisdictions are normally the jurisdiction(s) in which insolvency proceedings relating to the assignor may take place and the other jurisdiction(s) where the debtors of the receivables could be located; a dispute might sometimes occur in these other jurisdictions with a competing claimant attempting to claim priority (e.g. a judgement creditor who would seize receivables owed by the debtors located in those jurisdictions). As the insolvency jurisdiction(s) and the other jurisdiction(s) in which the debtors are located may have different conflict-of-laws rules, a prudent financier should examine the applicable rules of all relevant jurisdictions.
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How this classification was reachedexpand
Full frame machine prediction
Teacher imitationNot calibrated prevalence, not ground truth. Human validation pending. The Gemma side is a direct model label for every work in the frame, read from the title-only record. The Codex side is a classifier learned from the 10,348 direct Codex labels and calibrated to design-weighted sample rates; fields without enough sample support carry no Codex call. Candidate is the union of the two sides; consensus is their intersection. These outputs are machine_predicted_unvalidated and are not human labels.
Distilled classifier scores by category (both heads)
| Category | Codex | Gemma |
|---|---|---|
| Metaresearch | 0.008 | 0.031 |
| Meta-epidemiology (narrow) | 0.000 | 0.001 |
| Meta-epidemiology (broad) | 0.001 | 0.001 |
| Bibliometrics | 0.003 | 0.003 |
| Science and technology studies | 0.012 | 0.008 |
| Scholarly communication | 0.016 | 0.002 |
| Open science | 0.004 | 0.003 |
| Research integrity | 0.005 | 0.006 |
| Insufficient payload (model declined to judge) | 0.007 | 0.001 |
Machine scores (provisional)
The two teacher heads of the student model, read on this work. A score orders the frame for review; it never asserts a category, and the validation status ships verbatim with every row.
Baseline scores from an immature model (maturity gate not passed, 7 training rounds). Scores rank; they never assert a category.
score_only:v0-immature-baseline · verbatim from the scoring run: score_only means the number may rank works, and no category label ships from itClassification
machine, unvalidatedMachine predicted; a candidate call from one source (direct Gemma or distilled Codex), not a consensus.
How this classification was reached, model by model and score by score, is at the end of the page under "How this classification was reached".