Vermont § 404 - § 9—404.

§ 404. § 9—404.

• Rights acquired by assignee; claims and defenses against assignee (a) Unless an account debtor has made an enforceable agreement not to assert defenses
  or claims, and subject to subsections (b) through (e) of this section, 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 signed by the
  assignor or the assignee. (b) Subject to subsection (c) of this section and except as otherwise provided in subsection
  (d) of this section, the claim of an account debtor against an assignor may be asserted
  against an assignee under subsection (a) of this section only to reduce the amount
  the account debtor owes. (c) This section is subject to law other than this article 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) In a consumer transaction, if a record evidences the account debtor’s obligation,
  law other than this article 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) This section does not apply to an assignment of a health care insurance receivable. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001; amended 2025, No. 17, § 9, eff. July 1, 2025.)