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CONCLUSION
Article 9's application to sales of receivables does
not prevent the transfer of ownership. Official
Comment 2 to * * * sec. 9-102 therefore is amended by
adding the following paragraph:
Neither Section 9-102 nor any other provision
of Article 9 is intended to prevent the transfer
of ownership of accounts or chattel paper. The
determination of whether a particular transfer of
accounts or chattel paper constitutes a sale or a
transfer for security purposes (such as in
connection with a loan) is not governed by Article
9. Article 9 applies both to sales of accounts or
chattel paper and loans secured by accounts on
chattel paper primarily to incorporate Article 9's
perfection rules. The use of terminology such as
"security interest" to include the interest of a
buyer of accounts or chattel paper, "secured
party" to include a buyer of accounts or chattel
paper, "debtor" to include a seller of accounts or
chattel paper, and "collateral" to include
accounts or chattel paper that have been sold is
intended solely as a drafting technique to achieve
this end and is not relevant to the sale or
secured transaction determination. * * * [Fn.
ref. omitted.]
We cannot conclude that the Massachusetts legislature, in
enacting article 9, intended to repeal pre-existing law governing
transfer of ownership of accounts receivable and to create an
exclusive method for effecting such transfers. Under
Massachusetts law, an effective assignment of accounts receivable
may be made orally, and no particular form of words or of conduct
is necessary to constitute such an assignment. Kagan v.
Wattendorf & Co., 3 N.E.2d 275, 278 (Mass. 1936). “A valid
assignment may be made by any words or acts which fairly indicate
an intention to make the assignee the owner of a claim." Id. at
279 (quoting Cosmopolitan Trust Co. v. Leonard Watch Co., 143
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