RCW 7.08.030
Assignment -- Procedure -- Creditor's selection of
new assignee.(1) An assignment under this chapter must be in
substantially the following form:
ASSIGNMENT
THIS ASSIGNMENT is made this . . . . day of . . . . . ., . .
. ., by and between . . . . . . . . , with a principal place of
business at . . . . . . . . (hereinafter "assignor"), and
. . . . . . . . , whose address is . . . . . . . . (hereinafter
"assignee").
WHEREAS, the assignor has been engaged in the business of . . . . . . . . . . . .
. . . . . . . . . . . .
WHEREAS, the assignor is indebted to creditors, as set forth
in Schedule A annexed hereto, is unable to pay debts as they
become due, and is desirous of providing for the payment of
debts, so far as it is possible by an assignment of all property
for that purpose.
NOW, THEREFORE, the assignor, in consideration of the
assignee's acceptance of this assignment, and for other good and
valuable consideration, hereby grants, assigns, conveys,
transfers, and sets over, unto the assignee, and the assignee's
successors and assigns, all of assignor's property, except such
property as is exempt by law from levy and sale under an
execution (and then only to the extent of such exemption),
including, but not limited to, all real property, fixtures,
goods, stock, inventory, equipment, furniture, furnishings,
accounts receivable, general intangibles, bank deposits, cash,
promissory notes, cash value and proceeds of insurance policies,
claims, and demands belonging to the assignor, wherever such
property may be located (hereinafter collectively the "estate"),
which property is, to the best knowledge and belief of the
assignor, fully and accurately set forth on Schedule B annexed
hereto.
By making this assignment, the assignor consents to the
appointment of the assignee as a general receiver with respect to
the assignee's property in accordance with chapter 7.60 RCW.
The assignee shall take possession and administer the
estate, and shall liquidate the estate with reasonable dispatch
and convert the estate into money, collect all claims and demands
hereby assigned as and to the extent they may be collectible, and
pay and discharge all reasonable expenses, costs, and
disbursements in connection with the execution and administration
of this assignment from the proceeds of such liquidations and
collections.
The assignee shall then pay and discharge in full, to the
extent that funds are available in the estate after payment of
administrative expenses, costs, and disbursements, all of the
debts and liabilities now due from the assignor, including
interest on such debts and liabilities in full, according to
their priority as established by law, and on a pro rata basis
within each class.
In the event that all debts and liabilities are paid in
full, the remainder of the estate shall be returned to the
assignor.
To accomplish the purposes of this assignment, the assignor
hereby irrevocably appoints the assignee as the assignor's true
and lawful attorney-in-fact, with full power and authority to do
all acts and things which may be necessary to execute and fulfill
the assignment hereby created, to the same extent as such acts
and things might be done by assignor in the absence of this
assignment, including but not limited to the power to demand and
recover from all persons all property of the estate; to sue for
the recovery of such property; to execute, acknowledge, and
deliver all necessary deeds, instruments, and conveyances, and to
grant and convey any or all of the real or personal property of
the estate pursuant thereto; and to appoint one or more attorneys
to assist the assignee in carrying out the assignee's duties
hereunder.
The assignor hereby authorizes the assignee to sign the name
of the assignor to any check, draft, promissory note, or other
instrument in writing which is payable to the order of the
assignor, or to sign the name of the assignor to any instrument
in writing, whenever it shall be necessary to do so, to carry out
the purposes of this assignment.
The assignor declares, under penalty of perjury under the
laws of the state of Washington, that the attached list of
creditors and of the property of the assignor is true and
complete to the best of the assignor's knowledge.
The assignment shall be signed by the assignor and duly
acknowledged in the same manner as conveyances of real property
before a notary public of this state, and shall include an
acceptance of the assignment by the assignee in substantially the
following form:
The assignee hereby accepts the trust created by the
foregoing assignment, and agrees faithfully and without delay to
carry out the assignee's duties under the foregoing assignment.
. . . . . . . . . . . .
Assignor |
. . . . . . . . . . . .
Assignee |
| Dated: . . . . . . . . . . . . |
Dated: . . . . . . . . . . . . |
(2) The assignor shall annex to such assignment schedules in
the form provided for by RCW 7.60.090(3) in the case of general
receiverships, setting forth the creditors and the property of
the assignor.
(3) Every assignment shall be effective when a petition to
appoint the assignee as receiver has been filed by the assignor,
by the assignee, or by any creditor of the assignor with the
clerk of the superior court in the county of the assignor's
residence if the assignor is an individual or a marital
community, or in the county of the assignor's principal place of
business or registered office within this state if the assignor
is any other person. A petition shall set forth the name and
address of the assignor and the name and address of the assignee,
and shall include a copy of the assignment and the schedules
affixed thereto, and a request that the court fix the amount of
the receiver's bond to be filed with the clerk of the court.
(4) A person to whom a general assignment of property for
the benefit of creditors has been made shall be appointed as
general receiver with respect to the assignor's property by the
superior court upon the filing of a petition under subsection (3)
of this section. Except as provided for by subsection (5) of
this section, following the assignee's appointment as general
receiver, all proceedings involving the administration of the
assignor's property and the claims of the assignee's creditors
shall be governed by the provisions of chapter 7.60 RCW
applicable to general receiverships and court rules applicable
thereto.
(5) Upon motion of two or more creditors of the assignor
served and filed at any time within thirty days following the
date upon which notice is mailed to all known creditors under RCW 7.60.200, it shall be the duty of the court to direct the clerk
of the court to order a meeting of the creditors of the assignor,
to determine whether a person other than the assignee named in
the assignment should be appointed as general receiver with
respect to the property of the assignor; and thereupon the clerk
of the court shall immediately give notice to all the creditors
identified in the schedules affixed to the assignment to meet at
the clerk's office or at such other location within the county as
the clerk may specify, at a time stated not to exceed fifteen
days from the date of such notice, to determine whether a person
other than the assignee named in the assignment should be
appointed as general receiver with respect to the property of the
assignor. The assignor's creditors may appear in person or by
proxy at the meeting, and a majority in both number and value of
claims of the creditors attending or represented at the meeting
may select a person other than the assignee named in the
assignment to serve as general receiver with respect to the
assignor's property, whereupon the court shall appoint the
selected person as receiver under subsection (4) of this section
if a receiver has not already been appointed, and shall appoint
the person to replace the original assignee as receiver if the
appointment already has been made, unless the court determines
upon good cause shown that the appointment as receiver of the
person selected by the creditors would not be in the best
interests of creditors in general, in which event the court shall
appoint or substitute as the receiver a person selected by the
court other than the original assignee. If at least one-third of
the number or amount of claims represented in person or by proxy
at the meeting of creditors vote for the appointment as receiver
of a person or persons other than the assignee named in the
assignment, then the court upon motion of any creditor served and
filed within ten days following the meeting shall appoint as
receiver a person selected by the court other than the original
assignee, discharging the original assignee if the person
previously was appointed as receiver. A creditor may not vote at
any meeting of creditors called for the purpose of determining
whether a person other than the assignee named in the assignment
should be appointed as receiver, until the creditor has presented
to the clerk, who presides at the meeting, a proof of claim in
accordance with RCW 7.60.210.
(6) From the time a motion is made to elect a new assignee
in accordance with subsection (5) of this section, and until
either the meeting of creditors occurs without a selection of a
new assignee, or until the court enters an order appointing as
receiver a person other than the original assignee if the
creditors vote to select a new assignee at that meeting, no
property of the assignor, except perishable property, may be sold
or disposed of by the assignee, whether or not the assignee has
been appointed as receiver; but the same shall be safely and
securely kept until then.[2004 c 165 § 37; 1890 p 83 § 3; RRS §
1088. Formerly RCW 7.08.030 and 7.08.040.]
NOTES:
Purpose -- Captions not law -- 2004 c 165: See notes following
RCW 7.60.005.