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CarrierKYC

Glossary · Factoring

Notice of assignment (NOA)

Also called: NOA, Notice of assignment and direction to pay

Definition

A notice of assignment (NOA) is a written notice telling a broker or shipper that a carrier's invoices were assigned to a factor and must be paid to it.

The legal force comes from UCC §9-406(a). Until the account debtor receives an authenticated notice that the amount due has been assigned and that payment is to be made to the assignee, it can pay the carrier. After it receives that notice, it can discharge the debt only by paying the assignee. The notice must reasonably identify the rights assigned, and the debtor can ask for reasonable proof of the assignment.

In practice, the factor sends an NOA signed by the carrier, listing the carrier's legal name, USDOT and MC numbers, and the factor's remit-to details, to each broker's carrier setup or accounts payable team. Brokers often also ask for a W-9 and a letter of release from any prior factor. Terms in a broker-carrier agreement that ban assignment are generally ineffective under §9-406(d), with listed exceptions.

Build one with the NOA generator, and see conflicting NOAs for what to do when two factors claim the same carrier. General information, not legal advice: confirm state-specific questions with your counsel.

Sources

  1. 01UCC §9-406: Discharge of account debtor; notification of assignment · Cornell LII

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