There are two basic approaches when it comes to selling contracts. Tosafos writes in many places that the entire concept of selling or purchasing the right to collect, is only d'rabonon, because on a torah level one can only sell something that is tangible. With this Tosafos explains why the lender even after selling the contract, retains the ability to be mochel the contract. Since the lender remains the "owner" on a torah level, he has the ability to be mochel the money that he is owed. The Ran, Ritva and Rosh in kesubos all quote Rabbeinu Tam who holds that the ability to transfer the ownership of the contract is really d'oraysa. The rationale as to why the lender can still be mochel the contract is that every contract has 2 shi'budim: 1. a lean on the borrower himself. 2. a lean on the property of the borrower. The lender only has the ability to sell and transfer ownership of #2, the lean he has on the borrowers property, which will enable someone else to collect from it. But, the lender cannot transfer the lean on the borrower himself. Since the lender retains the lean on the borrower himself, he can be mochel that lean, thereby undermining the right of the buyer to collect from the borrowers property. The Shach (c.m. 66:1) has a very long discussion where he cites many opinions who hold like tosafos that mechiras shtaros is only d'rabonon, but ultimately paskens that it is d'oraysa (he has an elaborate discussion arguing that the shita of the Ri"f is that it is d'oraysa).
Tosafos 66b is troubled that according to their opinion that mechiras shtaros is only d'rabonon, why do we need a pasuk to exclude shtaros from o'na'ah. The entire concept of ona'ah only exists when one sells a contract, and the whole concept of selling isn't d'oraysa? Tosafos answers that we need the pasuk for a case where the lender lost the contract, and the finder overcharges when he sells it back to the lender. The ketzos 66:1 struggles with trying to understand what tosafos means. If the torah doesn't recognize the ability to transfer ownership of contracts, then the lender will always legally be the one who has the right to collect with the contract. So, how can the finder actually "sell" the contract back to the lender, the debt of the contract always belongs to the lender, not the finder. The ketzos explains that we are speaking about a case where the lender was meya'esh on the contract. Through the yi'ush of the lender, the finder is zocheh in the ability to collect with this contract which he then sells back to the lender (and overcharges - the pasuk excludes this case from ona'ah). Why does yi'ush work to entitle the finder to collect using this contract, whereas selling the contract doesn't work to allow the buyer to collect? The ketzos explains based on Tosafos that the inability to sell a contract stems from the fact that the money that is owed is not in the reshus of the seller (lender), and one cannot sell something that is not in their reshus. However, yi'ush works by lost objects that aren't in the owners reshus, therefore yi'ush works to remove the rights of the lender and allows the finder to be the new "owner" of the contract.
The approach of the ketzos is a big chiddush. Simply speaking, Tosafos holds that the lender who is the holder of the contract has no ability to transfer his ownership to anyone else. If the ketzos is correct that he can be me'ya'esh on the contract enabling the finder to collect with it, even when he sells the contract we should interpret the sale as a yi'ush (since he recognizes that he won't ever be able to collect with it) which enables the buyer to now own the rights of collection? The nesivos disagrees with the ketzos. Although one can be meya'esh from something not in his possession, the Nesivos argues that the finder would not become the new "owner", rather the borrower would own it by not having to pay. Therefore, the Nesivos explains that Tosafos holds that the lender has the ability to sell the paper of the contract to a buyer who will then be able to decide whether to sell it to back to the lender, or sell it to the borrower so that the lender cannot legally collect from him. Therefore, if the lender looses the contract and is me'yaesh, the finder is zocheh in the paper of the contract and now has the ability to sell it either to the lender or to the borrower. This type of sale would be d'oraysa, and therefore yi'ush would also work m'doraysa, therefore we need a pasuk to exclude it from ona'ah.
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