Bank of America National Trust & Savings Ass'n v. Rocco

There is a sharp distinction made in the law between the law which governs the nature of a contract, including its assignability, and the law which is looked to to determine whether a given transaction assigns the contractual rights. The latter question is determined by the law of place of assignment; the former by the place of contracting. See Restatement, Conflict of Laws, § 348 and following.

We think that analogy is in point here and marks the line where Clearfield Trust Co. v. United States, 1943, 318 U.S. 363, 63 S.Ct. 573, 87 L.Ed. 838 is applicable and where it is not.

We think that the…