Brief Fact Summary. The Plaintiff, Chemical Bank (Plaintiff) sued the Defendant, Rinden Professional Association (Defendant), for failure to make payments on a lease.
Synopsis of Rule of Law. A waiver of defenses clause is valid if there was an agreement by a buyer, who is not a consumer, to waive defenses against an assignee and that the assignment was made for value, in good faith and without notice of any claim or defense.
Unconscionability must be determined on a case by case basis giving particular attention to whether, at the time of the execution of the agreement, the contract provision could result in unfair surprise and was oppressive to the allegedly disadvantaged party.
View Full Point of LawIssue. Was the waiver clause enforceable?
Held. Yes. A waiver of defenses clause is valid if there was an agreement by a buyer, who is not a consumer, to waive defenses against an assignee and that the assignment was made for value, in good faith, and without notice of any claim or defense. Here, the Defendant is a buyer who is not a consumer. The Plaintiff took the assignment from Intertel for value equal to $8,800. The assignment appears to have been made in good faith. To wit, the Plaintiff and Intertel were not related corporations, and they seem to have dealt at arms’ length. Finally, there was no evidence that the Plaintiff took the assignment with notice of any claim or defense. Thus, the waiver clause was enforceable.
Discussion. A waiver of defenses clause is valid if there was an agreement by a buyer, who is not a consumer, to waive defenses against an assignee and that the assignment was made for value, in good faith and without notice of any claim or defense.