- 39 -
N.E. 827, 829 (Mass. 1924)). An assignment may occur prior to
the execution of a written agreement, if that is the intent of
the parties to the agreement. Id. at 277-279; cf. Rosen v.
Garston, 66 N.E.2d 29, 32-33 (Mass. 1946) (time at which title to
goods sold passes depends on intent of parties to the agreement).
The intent of the parties to the agreement is a question of fact,
to be decided from their declarations, conduct, and motive, and
all the attending circumstances. Casey v. Gallagher, 96 N.E.2d
709, 712 (Mass. 1951). An enforceable agreement, however, does
not arise unless its terms afford a sound basis for (1)
determining when a breach of the agreement could occur and (2)
affording an appropriate remedy to the party aggrieved in the
event of a breach. Louis Stoico, Inc. v. Colonial Dev. Corp.,
343 N.E.2d 872, 875 (Mass. 1976); see also 1 Restatement
Contracts 2d, sec. 33, comment a (1979).
Consequently, we reject respondent’s contention that Mass.
Ann. Laws ch. 106, sec. 9-203 (Law. Co-op 1984), requires a
written agreement in order to effect a sale of accounts
receivable. We, therefore, consider whether, pursuant to general
principles of Massachusetts law, ownership of the qualified
export receivables in issue passed to CVI prior to the close of
its relevant taxable years.
The question we must resolve is whether CV and CVI
adequately manifested an intention that ownership of the
qualified export receivables in issue pass to CVI by the close of
its relevant taxable years and whether a sufficiently definite
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