This article does not preclude subordination by agreement by a person entitled to priority. History: 2000 c 399 art 1 s 59

(a) Exercise of recoupment or setoff. Except as otherwise provided in subsection (c), a bank with which a deposit account is maintained may exercise any right of recoupment or setoff against a secured party that holds a security interest in the deposit account. (b) Recoupment or setoff not affected by security interest. Except as otherwise provided in subsection (c), the application of this article to a security interest in a deposit account does not affect a right of recoupment or setoff of the secured party as to a deposit account maintained with the secured party.

Except as otherwise provided in section 336.9-340 (c), and unless the bank otherwise agrees in an authenticated record, a bank’s rights and duties with respect to a deposit account maintained with the bank are not terminated, suspended, or modified by: (1) the creation, attachment, or perfection of a security interest in the deposit account; (2) the bank’s knowledge of the security interest; or (3) the bank’s receipt of instructions from the secured party.

This article does not require a bank to enter into an agreement of the kind described in section 336.9-104 (a)(2), even if its customer so requests or directs. A bank that has entered into such an agreement is not required to confirm the existence of the agreement to another person unless requested to do so by its customer. History: 2000 c 399 art 1 s 62

336.9-401 MS 1998 [Repealed, 2000 c 399 art 1 s 140] 336.9-401 ALIENABILITY OF DEBTOR’S RIGHTS. (a) Other law governs alienability; exceptions. Except as otherwise provided in subsection (b) and sections 336.9-406 , 336.9-407 , 336.9-408 , and 336.9-409 , whether a debtor’s rights in collateral may be voluntarily or involuntarily transferred is governed by law other than this article. (b) Agreement does not prevent transfer. An agreement between the debtor and secured party which prohibits a transfer of the debtor’s rights in collateral or makes the transfer a default does not prevent the transfer from taking effect.

336.9-402 MS 1998 [Repealed, 2000 c 399 art 1 s 140] 336.9-402 SECURED PARTY NOT OBLIGATED ON CONTRACT OF DEBTOR OR IN TORT. The existence of a security interest, agricultural lien, or authority given to a debtor to dispose of or use collateral, without more, does not subject a secured party to liability in contract or tort for the debtor’s acts or omissions. History: 2000 c 399 art 1 s 64

This legal document, governed by the Minnesota Statutes under the Uniform Commercial Code, pertains to the agreement not to assert defenses against an assignee. It states that an agreement between an account debtor and an assignor not to assert any claim or defense against an assignee is enforceable under certain conditions. These conditions include the assignee taking the assignment for value, in good faith, without notice of any claim or defense, and without notice of a defense or claim in recoupment.

This legal document, governed by the Minnesota Statutes under the Uniform Commercial Code, addresses the rights acquired by an assignee and the claims and defenses that can be made against the assignee. The rights of an assignee are subject to the terms, claims, and defenses agreed upon between the account debtor and assignor. Additionally, any defense or claim of the account debtor against the assignor that arises before receiving notification of the assignment can also be asserted against the assignee.

This legal document, governed by the Minnesota Statutes under the Uniform Commercial Code, addresses the modification of assigned contracts. It states that a modification or substitution of an assigned contract is effective against an assignee if made in good faith. The assignee acquires corresponding rights under the modified or substituted contract. However, this provision is subject to certain conditions. It applies when the right to payment under an assigned contract has not been fully earned by performance or when the right to payment has been fully earned but the account debtor has not been notified of the assignment.

This section of the Minnesota Statutes, under the Trade Regulations and Consumer Protection section of the Uniform Commercial Code, governs the discharge of account debtors, notification of assignment, identification and proof of assignment, and restrictions on the assignment of accounts, chattel paper, payment intangibles, and promissory notes. It states that an account debtor may discharge its obligation by paying the assignor until they receive a notification, authenticated by the assignor or assignee, that the amount due has been assigned and payment is to be made to the assignee.