![]() ![]() This is irrespective of the law chosen in the factoring agreement. Pending uniform legislation at EU level, Article 87, §3 of the Belgian Code of Private International Law currently states that the enforceability of an assignment of receivables against third parties (other than the debtor but including a bankruptcy trustee) is determined by the law of the State on the territory of which the assignor had its habitual residence at the time of the assignment. More information on this proposal and its current status can be found on EUR-Lex (). To reduce this complexity, the European Commission is currently working on a proposal to adopt uniform conflict of laws rules at EU level. ![]() Since these rules vary across jurisdictions and different private international rules refer to each other, structuring cross-border receivables financing transactions remains complex and requires detailed prior analysis of the potentially applicable legal regimes. Whilst Article 14 of the Rome I Regulation harmonises certain private international law rules with respect to the assignment of receivables, it does not provide for a uniform conflict rule as to which law should govern the enforceability of the assignment of a receivable against third party creditors of the assignor. The relationship between the assignee and the debtor, the conditions for the assignability of the receivables and the determination of when the debtor's obligations are discharged are governed by the law of the commercial contract with the debtor in accordance with Article 14(2) of the Rome I Regulation. Given the Rome I Regulation in principle grants parties the freedom to choose the applicable law of a contract, the law applicable in the contractual relationship between an assignor and an assignee will be the law chosen by the parties in the contract, subject to certain exceptions included in the Rome I Regulation. The relationship between an assignor (seller, originator) and an assignee (purchaser) under a voluntary assignment of receivables is governed by the law applicable to the factoring agreement in accordance with Article 14(1) of the Rome I Regulation. ![]()
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