Comparative Assignment of Contractual Debts
9 November 2026 (Monday), 4:00 – 5:30 PM
Rm 723, Cheng Yu Tung Tower, The University of Hong Kong
Receivables financing (or “factoring”) is a common occurrence in the commercial world, projected to be worth more than USD4.5 trillion in 2026 worldwide. This process involves a finance institution “buying” the debts which are owing to the creditor, but which might not yet be due for payment. Most frequently, such “purchases” are effected through an “assignment” of the contractual debt from the creditor (the “assignor”) to the finance institution (the “assignee”). It is also common business practice for creditors to use assignment to “sell” the benefit of contractual debts that have not yet arisen—i.e. to “assign” future income streams and revenues arising from contracts as may be entered into in the future. Though somewhat speculative, finance institutions have often been prepared to accept such “assignments of future debts”. The question of how the law enables the many flavours of “factoring” across different legal traditions is a fascinating one.
English and Hong Kong law accept that future debts may be assigned, and where the assignment is taken as security for a loan with an obligation to re-assign once the loan is repaid, the transaction is characterised as a “mortgage” rather than a “charge”. PRC law approaches the matter differently. Although the Civil Code expressly permits the assignment of “existing or future receivables” (Article 761), it distinguishes between with-recourse factoring (Article 766), which performs a security-like function and requires the factor to return any surplus after recovering the financing, and without-recourse factoring (Article 767), which is closer to an outright assignment.
These divergent techniques offer a revealing comparative lens for the seminar, which seeks to set out a basic understanding of the workings of the laws of assignment of contractual debts under a civil law jurisdiction such as the PRC, and under common law jurisdictions such as that in Hong Kong (which largely tracks English law in this area). It also hopes to explore how the two traditions may (or may not) employ conceptually distinct strategies and techniques to effect assignments of contractual debts as a matter of their respective laws.
Speakers
Prof Chee Ho THAM is a Professor of Law at the Yong Pung How School of Law, Singapore Management University. Chee Ho researches a wide range of private law topics, including contract remedies, cross-border insolvency, and assignment. His monograph entitled Understanding the Law of Assignment was published by the Cambridge University Press, and he contributes half the chapters in The Law of Contract in Singapore published by Academy Publishing under the general editorship of Justice of Appeal Andrew Phang. Apex courts in the UK, Australia, and Singapore have cited Chee Ho’s work, as has the UK Law Commission. By invitation, Chee Ho acted pro bono as Independent Counsel (formerly ‘amicus curiae’) in DGJ v Ocean Tankers (Pte) Ltd [2024] SGCA 57 to assist the Singapore Court of Appeal. Given Chee Ho’s expertise on the intersection of common law and equity, he was invited to join a Working Committee under the Contract Law Reform Review Committee for the reform of the to reform the Malaysian Contracts Act 1950 initiated by the Malaysian Prime Minister’s Office in 2025. As at 30 June 2026, Chee Ho’s recommendations on amending the 1950 Act in connection with self-help rescission at common law and rescission by order of court in equity were incorporated into the Final Report of the Contract Law Reform Review Committee which has since been submitted to the Prime Minister’s Office for tabling in the Malaysian Parliament, pending drafting of an amendment Bill.
Prof Jieyu FENG is a Professor of Law at Nanjing University Law School and Chinese Director of the Sino-German Institute for Legal Studies. He is an Alexander von Humboldt Foundation Research Fellow (Germany) and a research fellow under the Japan Foundation’s international exchange program, and ist selected for the Tang Junyuan Jiangsu–Hong Kong Science and Technology Innovation Cooperation Young Scholar Exchange Program by the Office of International Affairs, Nanjing University. He has previously served, by secondment, as a judge at the Jiangsu High People’s Court. His long-standing research interests lie in German and Japanese comparative law and civil law dogmatics. He has published numerous articles on the assignment of claims in leading mainland Chinese law journals, and is the author of the monograph Commentary on the PRC Civil Code: Factoring Contracts.
Moderator:
Prof Kelvin Low, Professor, The University of Hong Kong Faculty of Law