The assignment of an instrument vests in the transferee the same rights the transferrer had therein. See First National Bank of Minot v. MacDonald Construction Co., 137 N.W.2d 667, 672 (N.D. 1965). Accordingly, as the transferee of the Growers Agreements, Industrial Indemnity is entitled to the same rights that Beneficial acquired at the time it received the assignment from AEI. Thus the only defenses that can be assert against Industrial Indemnity are those defenses that could have been asserted against Beneficial — unless of course Industrial Indemnity, acquired in its own name, rights greater than those transferred.
We have also held the assignment of an instrument vests in the transferee the same rights the transferor had in it. Albrecht v. Walter, 1997 ND 238, ¶ 11, 572 N.W.2d 809; First National Bank of Minot v. MacDonald Const. Co., 137 N.W.2d 667, 672 (N.D. 1965). See also Industrial Indem. Co. v. Anderson, 697 F. Supp. 1532, 1535 (D.N.D. 1988).
When First Interstate purchased the Sheriff's Certificates from Gate City, it obtained Gate City's mortgage interest in the apartments. See First National Bank of Minot v. MacDonald Construction Co., 137 N.W.2d 667 (N.D. 1965). Although the partners are liable to First Interstate on their guaranties with First Interstate, the partners did not personally guaranty their mortgage debt with Gate City.
Generally, an assignee of a debt has no greater rights against a debtor than the assignor had. First National Bank of Minot v. MacDonald Const. Co., 137 N.W.2d 667, 672 (N.D. 1965). The "somewhat erratic" history of Indian jurisdiction in North Dakota was recently chronicled in Three Affiliated Tribes of the Fort Berthold Reservation v. Wold Engineering, P.C., (Three Tribes I), 467 U.S. 138, 104 S.Ct. 2267, 81 L.Ed.2d 113 (1984), and Three Affiliated Tribes of the Fort Berthold Reservation v. Wold Engineering, P.C., (Three Tribes II), 476 U.S. ___, 106 S.Ct. 2305, 90 L.Ed.2d 881 (1986).
We do not dispute this. First National Bank, Bismarck v. O'Callaghan, 143 N.W.2d 104 (N.D. 1966); First National Bank of Minot v. McDonald Construction Co., 137 N.W.2d 667, 672 (N.D. 1965). The Plan then contended that because the original assignor was not subject to the jurisdiction of the state courts, the assignee did not acquire anything.
This court has held in the past that an assignee of a chose in action takes subject to any defenses existing at the time of the assignment or before notice of the assignment. Farmers Ins. Exchange v. Arlt, 61 N.W.2d 429, 437 (N.D. 1953). Ordinarily an assignee has no greater rights against a debtor than the assignor had. First National Bank of Minot v. MacDonald Const. Co., 137 N.W.2d 667, 672 (N.D. 1965). The common law of assignment remains in effect in North Dakota, as does the law relating to debtor and creditor relationship (Title 13, N.D.C.C.), despite the adoption of the Uniform Commercial Code. Willow City v. Vogel, Vogel, Brantner Kelly, 268 N.W.2d 762, 767 (N.D. 1978).
These rights provide the outer limits of the Bank's rights under the assignments. First National Bank of Bismarck v. O'Callaghan, supra; First National Bank of Minot v. MacDonald Const. Co., 137 N.W.2d 667 (N.D. 1965). Under the agreement between Jacobs and Leaseamerica, the building remained personal property.