Distinguish between Negotiability and Assignability.

Basis of Distinction Negotiability Assignability Mode of Transfer Negotiation requires mere delivery of a bearer instrument and endorsement and delivery of an order instrument to effectuate a transfer. Assignment requires a written document signed by the transferor. Notice to Debtor No such notice is necessary in a transfer by negotiation. Notice of transfer of debt (actionable claim) must be given by the assignee to the debtor in order to complete his title. Title of Transferee In case of negotiation, the transferee, as holder-in-due course, takes the instrument free from any defects in the title of the transferor. On assignment, the transferee of an actionable claim takes it subject to all the defects in the title of, and subject to all the equities and defences available against the assignor, even though he took the assignment for value and in good faith.