Assignment Of Claim Agreement Template for Switzerland

An Assignment Of Claim Agreement allows you to legally transfer your right to collect payment or receive performance from a debtor to another party. Under Swiss law, this document creates a binding transfer that gives the new creditor (assignee) all rights previously held by the original creditor (assignor), ensuring the claim can be enforced against the debtor.

When do you need this document?

You'll need this agreement when selling outstanding invoices to a factoring company for immediate cash flow. It's essential during corporate mergers where one company acquires another's receivables, or when restructuring debt arrangements between business partners. Financial institutions regularly use these agreements when purchasing loan portfolios or when investors buy distressed debt from original lenders. The document is also crucial in asset sales where accounts receivable form part of the transferred business assets.

Key legal considerations

The agreement must clearly identify the specific claim being assigned, including its monetary value, origin, and any unique characteristics that distinguish it from other debts. You need to include comprehensive warranties about the claim's existence, validity, and enforceability to protect the assignee from potential disputes. Consider whether the claim has any security interests, guarantees, or preferential rights attached, as these typically transfer with the assignment under Swiss law. The purchase price and payment terms must be clearly specified, along with any conditions that might affect the assignment's validity. Include provisions for handling disputed claims and establish who bears responsibility for collection costs and legal proceedings.

Legal requirements in Switzerland

Swiss Code of Obligations Articles 164-174 govern claim assignments and require written form for validity. The agreement must contain an express declaration of assignment and transfer, with both parties' signatures clearly identifying their intent to transfer rights. Article 165 mandates specific written form requirements, while Article 167 ensures that preferential and accessory rights automatically transfer with the main claim unless explicitly excluded. You must address debtor notification requirements under Article 169, as proper notification protects the assignee's rights and prevents the debtor from making payments to the original creditor. Article 170 establishes the assignor's warranty obligations regarding the claim's existence and enforceability, which cannot be completely waived under Swiss law. The agreement should comply with any industry-specific regulations that might apply to your particular type of claim or business sector.