《合同法》第79條（債權讓與）評注

Comments on Art. 79 of Contract Law of People's Republic of China (Assignment of Claims)

債權作為重要財產，以自由讓與為原則。債權讓與的性質為處分行為，讓與人須對讓與債權享有處分權，且被讓與債權應當滿足特定化要求。由於債權脫胎於特定主體之間的關係，它仍有可能由於合同性質、法律規定而不得讓與。前者多出於債權內容或基礎關係的原因，後者則多以社會政策等公法因素為基礎。當事人通過約定禁止債權讓與，更是常見。禁止讓與約定若僅在合同當事人之間發生債法上的約束力，債權的流通能力才能在最大限度上得以發揮。債權讓與僅使被轉讓的債權移轉於受讓人，讓與人仍享有基礎關係的當事人地位。受讓人獲得與行使債權相關的權利，並承擔相應的附隨義務。

Claims can be freely ceded, because it becomes an important asset. Assignment is a disposal transaction, so the assignor should be entitled to the claims. Furthermore, the assigned claims must meet the specific requirements. As the claims are derived from the relationship between the particular subjects, due to the nature of contract or regulation of law, claims still cannot be assigned. The reasons for non-transfer may arise from claims or underlying relationships, or social policies. The parties often agree to prohibit the assignment of claims. It is stated that the exclusion or limitation of the assignment of claims is a limitation of the content of the claim, which makes the claim lose its ability to transfer. The doctrines of relative effectiveness and distinction will also hinder the liquidity of the claims to a certain extent. K the Anti-Assignments clauses are only binding between the parties to the contract, the liquidity of the claims can be maximized. Although the assignment leads to the transfer of claims to the assignee. the assignor still holds the status of the contract party. The assignee obtains the rights associated with the exercise of the claim and assumes the corresponding obligations.