The Delaware Bankruptcy Court recently voided the transfer of
bankruptcy claims where the seller failed to obtain the
debtor's prior written consent, as required by the underlying
promissory notes.
Both the promissory notes and the related loan agreement
included anti-assignment language providing that any transfer would
be null and void unless the debtor provided its prior written
consent. In spite of this restriction, the note holders transferred
the notes to buyer without obtaining the debtor's consent. When
buyer filed a proof of claim based on the transferred notes, the
debtor objected, arguing that the transfer was null and void
because the debtor never consented.
Buyer first argued that the anti-assignment clause could not
invalidate the transfer as a matter of Delaware law. In holding to
the contrary, the court distinguished between anti-assignment
clauses that merely limit a party's "right" to assign
from clauses that limit a party's "power" to
