Insights

By means of a recent judgment (n. 108, dated 4 January 2023), the Supreme Court confirmed the formalities needed for the execution and effectiveness of a receivables’ transfer, particularly excluding the possibility of considering the transaction as effective by conclusive facts. In the case at stake, the parties had mistakenly considered a receivables’ transfer to be automatically concluded, as a result of the mere notification of the transfer made by the transferee to the transferred debtor, as a factual demonstration of acceptance by the transferee of the transfer proposed by the transferor. The Court confirmed that, in order to enter into a contract (including a transfer), the acceptance of the contractual proposal must be communicated to the proponent (not to third parties); therefore the notification to the third party debtor cannot be considered as sufficient to execute a transfer agreement between transferor and transferee, absent a prior written acceptance sent by the transferee to the transferor. This principle is relevant in all circumstances in which, in the context of its business, an entrepreneur intends to transfer receivables (e.g. transfer of trade receivables vis-à-vis customers), as well as in cases of infra-group receivables’ transfers.