Johnson v. J. G. Wentworth Originations, LLC
Johnson v. J. G. Wentworth Originations, LLC
Opinion of the Court
Marshall Johnson is the beneficiary of a right to periodic payments under a structured settlement agreement. Petitioner J. G. Wentworth Originators, LLC (J. G. Wentworth) brought this special proceeding under ORS 33.857 to 33.875 (2005),
The facts are undisputed. In 2006, Johnson, who was then a minor, was injured an automobile accident. In 2008, the tortfeasor’s insurer, State Farm, and Johnson’s guardian ad litem settled a personal injury claim on behalf of Johnson through a structured settlement agreement. Under the agreement, Johnson was entitled to receive a first payment of $5,000 on October 5, 2008, five annual payments of $10,000 each, beginning in October 5, 2010, and a final payment of $41,970.25 on October 5, 2020. The structured settlement agreement contained a clause stating that Johnson did not “have the power to sell, mortgage, encumber, or anticipate the Periodic Payments, or any part thereof, by assignment or otherwise.” It is not disputed that the clause prohibited Johnson from transferring his interest in future payments, that is, that it is an anti-assignment clause. Thus, on its face, the structured settlement agreement prohibited the transfer of Johnson’s interest in the future payments.
Consistent with 26 USC section 130(c)(2)(B), Johnson’s structured settlement agreement with State Farm provided that State Farm could assign its payment obligation to Met Tower, and that Johnson was required to accept the assignment.
In 2013, Johnson, who was then 23 years of age, was in need of funds. He contacted J. G. Wentworth, a factoring company, expressing an interest in selling at a discount his annuity payment due in 2014, and half of his final payment
In Oregon, transactions like the one executed by J. G. Wentworth and Johnson for the transfer of structured settlement payment rights are subject to the provisions of ORS 33.850 to 33.875, which the legislature enacted in 2005 to implement 26 USC section 5891.
Met Tower now appeals from the judgment, raising several challenges. As relevant to our analysis, there are no factual disputes, and the questions presented are purely legal, involving issues of contract interpretation and statutory construction; accordingly, we review the trial court’s decision for errors of law. State v. Gaines, 346 Or 160, 171-72, 206 P3d 1042 (2009) (questions of statutory construction reviewed for errors of law, first examining the text and context of the statute and any useful legislative history to determine the legislature’s intent); Yogman v. Parrott, 325 Or 358, 361, 937 P2d 1019 (1997) (trial court’s construction of a contract reviewed for errors of law).
ORS 33.855 describes payments subject to transfer under Oregon law and sets forth the procedural requirements for such a transfer. ORS 33.860 specifies the disclosures that
The structured settlement agreement in this case was executed and approved by a court in California, and it provides that its construction is subject to California law. Therefore, we address whether, under California law, the anti-assignment provision in the structured settlement agreement was enforceable by Met Tower. ORS 15.350 (“[t]he contractual rights and duties of the parties are governed by the law or laws that the parties have chosen”); see M+W Zander v. Scott Co. of California, 190 Or App 268, 78 P3d 118 (2003) (when parties specify their choice of law in a contract, that choice will be effectuated subject to limitations under the Restatement (Second) of Conflicts of Laws (1971)); Pinela v. Neiman Marcus Group, Inc., 238 Cal App 4th 227, 251, 190 Cal Rptr 3rd 159 (2015) (contractual choice of law clauses are generally construed to designate the substantive law of the chosen jurisdiction as well as the interpretation of the agreement).
Under California law, although public policy strongly favors the free transferability of property, that policy must
Nonetheless, the California Court of Appeal has held that a contractual anti-assignment clause will not bar court-approved transfers of structured settlement rights, if no interested party objects to the transfer. See 321 Henderson Receivables Origination LLC v. Sioteco, 173 Cal App 4th 1059, 93 Cal Rptr 3d 321 (2009). Sioteco involved an anti-assignment clause in a structured settlement agreement, which, if enforced, would bar the transfer of structured settlement payments that otherwise met the requirements of the state’s “Structured Settlement Transfer Act.” 173 Cal App 4th at 1065, 1072-73. Although no party had objected to the proposed transfers of payments under the settlement agreement at issue in Sioteco, the trial court had nonetheless concluded that they were barred, in part because they violated the anti-assignment provision. Id. at 1072.
Sioteco is distinguishable from this case on its facts, but as the most recent California appellate decision addressing the effect of anti-assignment provisions in structured settlement agreements on the transfer of structured settlement payments, it, along with the other cases we have discussed, guides our reasoning. Here, as in Sioteco, the anti-assignment clause in the structured settlement agreement prohibits a transfer of the right to payments. But in this case, unlike in Sioteco, Met Tower, as State Farm’s assignee and as the obligor under the structured settlement agreement, has objected to the transfer and seeks to enforce the anti-assignment provision. Under those circumstances, and based on our reading of Sioteco and California’s case law regarding the general enforceability of anti-assignment clauses, we conclude that Met Tower was entitled to enforce the anti-assignment clause in the structured settlement agreement, barring the transfer.
In arguing to the contrary, J. G. Wentworth focuses on the provision in the QAA that explicitly permits a transfer of payments approved by a “qualified order.” It argues
We agree with J. G. Wentworth that the structured settlement agreement and the QAA must be construed together, because of their contemporaneous execution and related subject matters.
First, the express terms of the settlement agreement prohibit a transfer of the beneficiary’s interest in future payments, thereby creating an anti-assignment right belonging to the obligor. It is undisputed that, by the terms
Second, nothing in the QAA suggests that, by signing it, Met Tower somehow abandoned its right to enforce the anti-assignment clause in the settlement agreement, as J. G. Wentworth seems to suggest. Rather, the QAA simply describes the only set of conditions under which a transfer of the beneficiary’s interest may occur //Met Tower chooses not to enforce the anti-assignment clause—that is, the transfer must be approved in advance by a court, pursuant to the pertinent Internal Revenue Code provisions, and must otherwise comply with state law. Thus, the QAA is consis-, tent with the settlement agreement in that it reflects both Met Tower’s explicit contractual right to enforce the anti-assignment provision and Met Tower’s implicit right not to enforce that provision. See Sioteco, 173 Cal App 4th at 1075. Put differently, if Met Tower had not objected to Johnson transferring his right to receive structured settlement payments, then the QAA’s requirements for compliance with state and federal law would have kicked in.
As noted, J. G. Wentworth attaches greater significance to the QAA’s description of the conditions under which a transfer may occur, suggesting that, by signing the QAA, Met Tower must have agreed never to enforce the anti-assignment clause in the settlement agreement. That proposed interpretation of the contracts would not only read the anti-assignment clause out of the settlement agreement, but would read something close to a waiver into the QAA. That interpretation does not reconcile the provisions, but instead significantly changes both contracts. Such a result is not favored under California law. See Pinela, 238 Cal App 4th at 251 n 13 (avoiding construction that would render contract provision superfluous).
J. G. Wentworth makes a second argument, contending that Met Tower’s decision to object to the transfer
In view of our conclusion that Met Tower was entitled to enforce the anti-assignment clause preventing Johnson from transferring his interest in the future payments under the structured settlement agreement, we conclude that Met Tower’s objection to the judgment is well-taken and that the trial court erred in approving the transfer. We therefore do not reach Met Tower’s remaining contentions.
Reversed and remanded.
The statutes were amended in 2013. Or Laws 2013, ch 236. The amendments were effective January 1, 2014, and are not applicable to this case. All subsequent references are to the 2005 version of the statutes.
As relevant, the settlement agreement provided:
“Claimant acknowledges and agrees that the Respondent and/ or the Insurer may make a ‘qualified assignment,’ within the meaning of Section 130(c) of the Internal Revenue Code of 1986, as amended, of the Respondent’s and/or the Insurer’s liability to make the Periodic Payments set forth in [the agreement] to MetLife Tower Resources Group, Inc., (‘Assignees’). The Assignees’ obligation for payment of the Periodic Payments shall be no greater than that of the Respondent and/ or the Insurer * * * immediately preceding the assignment of the Periodic Payment obligation.”
The QAA was actually executed 11 days before the execution of the structured settlement agreement.
The term “factoring” has come to be associated with at least some such transfers, that is, with a secondary market in which “factoring companies”— like J. G. Wentworth-—purchase rights to receive future payments associated with structured settlements, sometimes at a substantial discount. See Daniel W. Hindert & Craig H. Ulman, Transfers of Structured Settlement Payment Rights: What Judges Should Know about Structured Settlement Protection Acts, 44 No. 2 Judges’ J 19, 20 (Spring 2005). 26 USC section 5891(a) imposes a “tax equal to 40 percent of the factoring discount as determined under subsection (c)(4) with respect to such factoring transaction” on any person who “acquires ⅜⅜* structured settlement payment rights in a structured settlement factoring transaction” except when “the transfer of structured settlement payment rights is approved in advance in a qualified order.”
26 USC section 5891(b)(2) defines a “qualified order” as a “final order, judgment, or decree” that:
“(A) finds that the transfer described in paragraph (l)—
“(i) does not contravene any Federal or State statute or the order of any court or responsible administrative authority, and
“(ii) is in the best interest of the payee, taking into account the welfare and support of the payee’s dependents, and
“(B) is issued—
“(i) under the authority of an applicable State statute by an applicable State court, or
“(ii) by the responsible administrative authority (if any) which has exclusive jurisdiction over the underlying action or proceeding which was resolved by means of the structured settlement.”
Congress enacted 26 USC section 5891 in 2001 to combat abuses associated with structured settlement factoring. See Hindert & Ulman, 44 No. 2 Judges’ J at 20.
The QAA provided:
“Acceleration, Transfer or Payment Rights. None of the Periodic Payments and no rights to or interest in any of the Periodic Payments * * * can be
"I. ***
“II. Sold, assigned, pledged, hypothecated or otherwise transferred or encumbered, either directly or indirectly, unless such sale, assignment, pledge, hypothecation or other transfer or encumbrance *** has been approved in advance in a ‘Qualified Order’ as described in Section 5891(b)(2) of the [Internal Revenue] Code (a ‘Qualified Order’) and otherwise complies with applicable state law, including without limitation any applicable state structured settlement protection statute.
“No claimant or Successor Payee shall have the power to affect any Transfer of Payment Rights except as provided in sub-paragraph (II) above.”
Provisions similar to ORS 33.850 to 33.875 have been enacted in almost every state, and are commonly described as “structured settlement protection acts.” See Hindert & Ulman, 44 No. 2 Judges’ J at 20. A lump sum payment received by a beneficiary in exchange for transferring future payment rights, pursuant to a structured settlement protection act, retains its tax exempt status. 26 USC § 5891(d).
Under ORS 33.865, the court must find that (1) the transfer is in the best interests of the payee, taking into account the welfare and support of all persons for whom the payee is legally obligated to provide support; (2) the payee has been advised in writing to seek advice from an attorney, certified public accountant, actuary or other licensed professional adviser regarding the transfer, and the payee has either received the advice or knowingly the waived advice in writing; and (3) the transfer “does not contravene any applicable statute or order of any court!.]”
Met Tower also challenges other aspects of the court’s order, including its finding that the transfer is in Johnson’s best interests, as required by ORS 33.865(1), and its conclusion that the transfer does not contravene any applicable statute, as required by ORS 33.865(3). In view of our conclusion relating to the anti-assignment clause, we do not reach those contentions.
Anti-assignment provisions are also generally enforceable in Oregon. See, e.g., Holloway v. Republic Indemnity Co. of America, 341 Or 642, 651-52, 147 P3d 329 (2006) (anti-assignment provision in insurance contract was not ambiguous and rendered invalid insured’s assignment of payment rights under policy). In Holloway, the court said that an unambiguous anti-assignment clause in an insurance contract was enforceable against the insured. In that case, the insurance policy provided: “Your rights or duties under this policy may not be transferred without our written consent.” 341 Or at 645. The court concluded that the clause was unambiguous and prohibited the insured’s assignment of rights under the policy. Id. at 651.
That conclusion is consistent with the pertinent Oregon statutes. For purposes of ORS 33.850 to 33.875, ORS 33.850(8) defines the “terms of the structured settlement agreement” to include the terms of the QA.A.
Case-law data current through December 31, 2025. Source: CourtListener bulk data.