Chemical Bank v. Rinden Professional Association
Supreme Court of New Hampshire
498 A.2d 706 (1985)
Rinden Professional Association (defendant), a law firm, leased an office telephone system from Intertel under a lease/purchase contract. Rinden consented to Intertel assigning the payment rights to Chemical Bank (plaintiff) and agreed its payment obligation would be “absolutely unconditional,” waiving defenses against Intertel; Chemical then paid Intertel $8,800 for the assignment. Three years later, after the phone system malfunctioned and Rinden replaced it and stopped paying, Chemical sued. Intertel had since gone bankrupt, and Chemical's representatives testified it was unaffiliated with Intertel and had found no claims or defenses in its own investigation. A special master ruled for Chemical, and Rinden appealed.
Whether, under the UCC, a non-consumer buyer may validly waive its claims and defenses against an assignee where the assignment was made for value, in good faith, and without notice of the buyer's claims or defenses.