New Jersey § 12a:9-404

§ 12a:9-404.

(a) Assignee's rights subject to terms, claims, and defenses; exceptions. Unless an account debtor has made an enforceable agreement not to assert defenses

or claims, and subject to subsections (b) through (e) , the rights of an assignee are subject to: (1) all terms of the agreement between the account debtor and assignor and any defense

or claim in recoupment arising from the transaction that gave rise to the contract;

and (2) any other defense or claim of the account debtor against the assignor which accrues

before the account debtor receives a notification of the assignment authenticated

by the assignor or the assignee. (b) Account debtor's claim reduces amount owed to assignee. Subject to subsection (c) and except as otherwise provided in subsection (d) , the claim of an account debtor against an assignor may be asserted against an assignee

under subsection (a) only to reduce the amount the account debtor owes. (c) Rule for individual under other law. This section is subject to law other than this chapter which establishes a different

rule for an account debtor who is an individual and who incurred the obligation primarily

for personal, family, or household purposes. (d) Omission of required statement in consumer transaction. In a consumer transaction, if a record evidences the account debtor's obligation,

law other than this chapter requires that the record include a statement to the effect

that the account debtor's recovery against an assignee with respect to claims and

defenses against the assignor may not exceed amounts paid by the account debtor under

the record, and the record does not include such a statement, the extent to which

a claim of an account debtor against the assignor may be asserted against an assignee

is determined as if the record included such a statement. (e) Inapplicability to health-care-insurance receivable. This section does not apply to an assignment of a health-care-insurance receivable.