Mr. Dealer bought a fleet of SUVs (sport utility vehicles) from General Motors (GM) on credit, GM agreeing not to assign the resulting account receivable without Dealer's consent. GM later, without debtor dealer's consent, assigned the account to The Bank of New York (BNY) for consideration. Dealer made payments to BNY, but claimed damages from GM for breach of contract. 1. Could Dealer collect damages from GM

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Answer:

Yes, Dealer could collect damages from GM because basically GM breached the contract. Any time a contract is breached, the non-breaching party can sue. But the real question here is what amount could the court assign to Dealer as compensation for damages incurred. If you want to rephrase this question, it would be: What damages did Dealer suffer due to GM's breach.

If the damages are not significant, then the court will probably assign some amount for nominal damages. To be honest, the greatest expenses here are actually the legal costs of the lawsuit. Unless Dealer can prove that assigning the contract actually hurt them (which I doubt), then the court will assign a small amount. Sometimes nominal damages can be very small and mostly symbolic, e.g. $1.

The Dealer could not collect damages from GM because he did not suffer any harm from the assignment of the account receivable.

The Dealer could have refused to pay the Bank of New York and claimed a breach of contract against GM Motors.  But it was not a material breach.

Secondly, the sales agreement with GM Motors only required the debtor dealer's consent before the assignment.  It did not forbid GM Motors from assigning the account.  It does not seem that any penalty was agreed upon for breach of this clause.

Thus, the Debtor Dealer could not collect damages from GM Motors because he cannot substantially prove that GM's action put him in financial loss.

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