## Facts

- Aaron W. Henderson settled a personal-injury claim against Roadway Express through a structured settlement providing a $137,500 lump sum, 14 annual payments of $2,500, and a $25,000 payment due in 2012.
- The settlement agreement contained an anti-assignment clause stating Henderson could not accelerate, defer, increase, or decrease periodic payments, and could not sell, mortgage, encumber, or anticipate them “by assignment or otherwise.”
- The settlement also permitted Roadway to fund its payment obligation via an annuity, with ownership and control of the annuity retained by Roadway or its assignee.
- Roadway executed a qualified assignment transferring its periodic-payment obligation to Keyport Life Insurance Company; the assignment reiterated that payments could not be anticipated, sold, assigned, or encumbered.
- Keyport purchased an annuity from Liberty Life Assurance Company of Boston; the annuity limited exercise of policy rights to the owner (Keyport).
- Henderson later agreed with Singer Asset Finance Company to transfer part of his future structured-settlement payments in exchange for an immediate $12,210 payment.
- Henderson petitioned an Illinois circuit court for approval of the transfer; Liberty and Keyport intervened in opposition based on the anti-assignment provisions.

## Issues

1. Whether the settlement’s anti-assignment clause unambiguously barred Henderson from assigning his right to receive structured-settlement periodic payments.
2. Whether the anti-assignment clause was unenforceable because it did not state that an attempted assignment would be “void” or “ineffective.”
3. Whether general “successors and assigns” language in the agreement created an implied right for Henderson to assign payment rights despite the specific anti-assignment clause.

## Decision

- The appellate court affirmed the trial court’s denial of Henderson’s petition for approval of the assignment.
- The court held the anti-assignment clause clearly and unambiguously prohibited Henderson from assigning the periodic payments.
- The court rejected the argument that the clause required “magic words” such as “void” to be effective.
- The court held boilerplate “successors and assigns” language did not override the specific anti-assignment restriction.
- Because the transfer conflicted with enforceable contractual restrictions reflected across the settlement, qualified assignment, and annuity, the proposed assignment could not be approved.

## Legal Principles

- An anti-assignment provision is enforceable when contract language clearly expresses an intent to preclude assignment of the relevant contractual rights.
- Contract interpretation favors giving effect to specific provisions over general boilerplate when the provisions are in tension.
- The absence of particular formal terms (e.g., “void”) does not defeat an anti-assignment clause where the text shows a clear limitation on the payee’s ability to transfer payment rights.
- In structured settlements, coordinated anti-assignment language across the settlement agreement and funding instruments supports enforcement of nontransferability terms tied to the settlement’s fixed-payment structure.

## Conclusion

The court enforced the structured settlement’s anti-assignment terms and affirmed the denial of judicial approval for Henderson’s attempted transfer of future periodic payments, holding that the contractual language plainly barred assignment notwithstanding general “successors and assigns” boilerplate and the absence of “void” terminology.


Henderson v. Roadway Express, 308 Ill. App. 3d 546, 720 N.E.2d 1108 (Ill. App. Ct. 4th Dist. 1999)