Understanding When Claims Travel With The Debt

By Abbe Dienstag and John Bessonette (August 10, 2017, 11:27 AM EDT) -- A recent case in New York State Supreme Court, One Williams Street Capital Management LP v. U.S. Education Loan Trust IV LLC (Sup. Ct. N.Y. Cty. May 15, 2017), affords a useful opportunity to review the applicability and scope of §13-107 of the New York General Obligations Law, which provides that a transfer of a bond "vests in the transferee all claims or demands of the transferrer." The court observed that §13-107 extends to all claims, whether in contract or in tort, including fraud. However, §13-107 is limited in its scope to claims against obligors and certain other direct actors with respect to the transferred instrument. Claims against ancillary parties, such as a placement agent or the rating agencies, must be transferred, if at all, in accordance with the norms of otherwise applicable common law. Persons who engage in the purchase or sale of debt instruments should therefore carefully consider whether they intend claims to be transferred or retained, and document their trade accordingly....

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