agreement on assignment of contractual rights

Assignment Of Rights Agreement

Jump to section, what is an assignment of rights agreement.

​​An assignment of rights agreement is a written document in which one party, the assignor, assigns to another party all or part of their rights under an existing contract. The most common example of this would be when someone wants to sell their shares of stock in a company.

When you buy shares from someone else (the seller), they agree to transfer them over and give up any control they had on that share. This way, another party can take ownership without going through the trouble of trying to buy the whole company themselves.

Common Sections in Assignment Of Rights Agreements

Below is a list of common sections included in Assignment Of Rights Agreements. These sections are linked to the below sample agreement for you to explore.

Assignment Of Rights Agreement Sample

Reference : Security Exchange Commission - Edgar Database, EX-99.(H)(7) 5 dex99h7.htm FORM OF ASSIGNMENT AGREEMENT , Viewed December 20, 2021, View Source on SEC .

Who Helps With Assignment Of Rights Agreements?

Lawyers with backgrounds working on assignment of rights agreements work with clients to help. Do you need help with an assignment of rights agreement?

Post a project  in ContractsCounsel's marketplace to get free bids from lawyers to draft, review, or negotiate assignment of rights agreements. All lawyers are vetted by our team and peer reviewed by our customers for you to explore before hiring.

ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.

Meet some of our Assignment Of Rights Agreement Lawyers

D. Cassie B.

Cassie has spent more than a decade handling all aspects of litigation, focusing on divorce, family law, Personal Injury Protection (PIP) claims, contracts, fraudulent insurance claims, and bodily injury claims. She has worked at small boutique law firms, in house for major insurance carriers, and most recently as a partner at a large nationwide practice. She has served as lead counsel on thousands of cases statewide. Cassie now contributes this knowledge and experience for the benefit of her clients. She is zealous about obtaining the best financial outcome for her clients and supporting them while they navigate the difficult terrain of family law, contracts, insurance claims, and personal injuries.

Torrey Livenick, Esq. is a fourth generation Colorado lawyer. Although she was born in California and raised in Nevada, she spent every summer in Colorado and knew she planned to make Denver her home. After graduating from Bryn Mawr College with a degree in Classical Culture and Society, she returned to Las Vegas to work as a paralegal. Once she spent five years building her skills and confirming her interest, she attended Emory University School of Law. Torrey’s interests include trivia (she even was a contestant on Jeopardy! during her law school days), video games, playing with her cats, and the arts. She is active in pro bono organizations including Metro Volunteer Lawyers.

Haber Law Firm, APC, is a transactional business law firm with a focus on small/mid-market business purchases and sales, outside general counsel, and start-up assistance for businesses in their early stages. Peter Haber started Haber Law Firm, APC after several years as a legal executive at Popcornopolis, a gourmet popcorn brand sold at groceries and stadiums nationwide. In this role, Peter served as the company’s sole in-house legal advisor as it related to all functions of the company’s operations, including dispute resolution, compliance, and employment law, to name a few. With his help and guidance, the company relocated its entire corporate and manufacturing operation, developed a new factory and warehouse, and was successfully acquired by private equity. Prior to this, Peter was a litigator and business attorney with distinguished Los Angeles litigation boutiques. Such matters included the representation of numerous businesses in litigation and in the resolution of pre-litigation disputes as well as the representation of professionals in liability defense matters, including hospitals, physicians, and brokers.

Obtained J.D. in December 2021, admitted to the Indiana Bar in November 2022. Began working as a clerk for civil defense firm in March 2022 and have been the same firm to the present, currently working as an Associate Attorney.

Credible history in navigating complex legal landscapes to deliver strategic solutions that optimize employee benefits programs and healthcare compliance. Demonstrated mastery in interpreting and applying ERISA, HIPAA, and ACA regulations, safeguarding client interests, and minimizing legal risks. Remarkable background in advising diverse clientele, ranging from corporations to healthcare providers, on intricate regulatory frameworks, compliance strategies, and litigation support. Adept at crafting innovative strategies, providing expert guidance, and driving compliance with unwavering precision. Skilled in leveraging unique skill set that combines medical knowledge and technological proficiency to address multifaceted challenges at intersection of healthcare and technology. Exceptional project management skills with track record of contributing to high-impact initiatives. Accomplished in drafting and negotiating contracts, mitigating legal risks, and streamlining processes.

Attorney admitted to the New York State Bar. Hispanic. Eager to meet client's needs and provide legal assistance.

see resume.

Find the best lawyer for your project

Quick, user friendly and one of the better ways I've come across to get ahold of lawyers willing to take new clients.

How It Works

Post Your Project

Get Free Bids to Compare

Hire Your Lawyer

Business lawyers by top cities

• Austin Business Lawyers
• Boston Business Lawyers
• Chicago Business Lawyers
• Dallas Business Lawyers
• Denver Business Lawyers
• Houston Business Lawyers
• Los Angeles Business Lawyers
• New York Business Lawyers
• Phoenix Business Lawyers
• San Diego Business Lawyers
• Tampa Business Lawyers

Assignment Of Rights Agreement lawyers by city

• Austin Assignment Of Rights Agreement Lawyers
• Boston Assignment Of Rights Agreement Lawyers
• Chicago Assignment Of Rights Agreement Lawyers
• Dallas Assignment Of Rights Agreement Lawyers
• Denver Assignment Of Rights Agreement Lawyers
• Houston Assignment Of Rights Agreement Lawyers
• Los Angeles Assignment Of Rights Agreement Lawyers
• New York Assignment Of Rights Agreement Lawyers
• Phoenix Assignment Of Rights Agreement Lawyers
• San Diego Assignment Of Rights Agreement Lawyers
• Tampa Assignment Of Rights Agreement Lawyers

Contracts Counsel was incredibly helpful and easy to use. I submitted a project for a lawyer's help within a day I had received over 6 proposals from qualified lawyers. I submitted a bid that works best for my business and we went forward with the project.

I never knew how difficult it was to obtain representation or a lawyer, and ContractsCounsel was EXACTLY the type of service I was hoping for when I was in a pinch. Working with their service was efficient, effective and made me feel in control. Thank you so much and should I ever need attorney services down the road, I'll certainly be a repeat customer.

I got 5 bids within 24h of posting my project. I choose the person who provided the most detailed and relevant intro letter, highlighting their experience relevant to my project. I am very satisfied with the outcome and quality of the two agreements that were produced, they actually far exceed my expectations.

Want to speak to someone?

Get in touch below and we will schedule a time to connect!

Find lawyers and attorneys by city

How does it work?

1. choose this template.

Start by clicking on "Fill out the template"

2. Complete the document

Answer a few questions and your document is created automatically.

3. Save - Print

Your document is ready! You will receive it in Word and PDF formats. You will be able to modify it.

Contract Assignment Agreement

Rating: 4.8 - 105 votes

This Contract Assignment Agreement document is used to transfer rights and responsibilities under an original contract from one Party, known as the Assignor, to another, known as the Assignee. The Assignor who was a Party to the original contract can use this document to assign their rights under the original contract to the Assignee, as well as delegating their duties under the original contract to that Assignee. For example, a nanny who as contracted with a family to watch their children but is no longer able to due to a move could assign their rights and responsibilities under the original service contract to a new childcare provider.

How to use this document

Prior to using this document, the original contract is consulted to be sure that an assignment is not prohibited and that any necessary permissions from the other Party to the original contract, known as the Obligor, have been obtained. Once this has been done, the document can be used. The Agreement contains important information such as the identities of all parties to the Agreement, the expiration date (if any) of the original contract, whether the original contract requires the Obligor's consent before assigning rights and, if so, the form of consent that the Assignor obtained and when, and which state's laws will govern the interpretation of the Agreement.

If the Agreement involves the transfer of land from one Party to another , the document will include information about where the property is located, as well as space for the document to be recorded in the county's official records, and a notary page customized for the land's location so that the document can be notarized.

Once the document has been completed, it is signed, dated, and copies are given to all concerned parties , including the Assignor, the Assignee, and the Obligor. If the Agreement concerns the transfer of land, the Agreement is then notarized and taken to be recorded so that there is an official record that the property was transferred.

Applicable law

The assignment of contracts that involve the provision of services is governed by common law in the " Second Restatement of Contracts " (the "Restatement"). The Restatement is a non-binding authority in all of U.S common law in the area of contracts and commercial transactions. Though the Restatement is non-binding, it is frequently cited by courts in explaining their reasoning in interpreting contractual disputes.

The assignment of contracts for sale of goods is governed by the Uniform Commercial Code (the "UCC") in § 2-209 Modification, Rescission and Waiver .

How to modify the template

You fill out a form. The document is created before your eyes as you respond to the questions.

At the end, you receive it in Word and PDF formats. You can modify it and reuse it.

Other names for the document:

Assignment Agreement, Assignment of Contract Agreement, Contract Assignment, Assignment of Contract Contract, Contract Transfer Agreement

Country: United States

General Business Documents - Other downloadable templates of legal documents

• Amendment to Agreement
• Loan Agreement
• Loan Agreement Modification
• Release of Loan Agreement
• Non-Compete Agreement
• Partnership Dissolution Agreement
• Notice of Withdrawal from Partnership
• Power Of Attorney
• Debt Acknowledgment Form
• Meeting Minutes
• Request to Alter Contract
• Release Agreement
• Guaranty Agreement
• Joint Venture Agreement
• Debt Settlement Agreement
• Breach of Contract Notice
• Corporate Proxy
• Mutual Rescission and Release Agreement
• Notice for Non-Renewal of Contract
• Meeting Notice
• Other downloadable templates of legal documents

• assignments basic law

Assignments: The Basic Law

The assignment of a right or obligation is a common contractual event under the law and the right to assign (or prohibition against assignments) is found in the majority of agreements, leases and business structural documents created in the United States.

As with many terms commonly used, people are familiar with the term but often are not aware or fully aware of what the terms entail. The concept of assignment of rights and obligations is one of those simple concepts with wide ranging ramifications in the contractual and business context and the law imposes severe restrictions on the validity and effect of assignment in many instances. Clear contractual provisions concerning assignments and rights should be in every document and structure created and this article will outline why such drafting is essential for the creation of appropriate and effective contracts and structures.

The reader should first read the article on Limited Liability Entities in the United States and Contracts since the information in those articles will be assumed in this article.

Basic Definitions and Concepts:

An assignment is the transfer of rights held by one party called the “assignor” to another party called the “assignee.” The legal nature of the assignment and the contractual terms of the agreement between the parties determines some additional rights and liabilities that accompany the assignment. The assignment of rights under a contract usually completely transfers the rights to the assignee to receive the benefits accruing under the contract. Ordinarily, the term assignment is limited to the transfer of rights that are intangible, like contractual rights and rights connected with property. Merchants Service Co. v. Small Claims Court , 35 Cal. 2d 109, 113-114 (Cal. 1950).

An assignment will generally be permitted under the law unless there is an express prohibition against assignment in the underlying contract or lease. Where assignments are permitted, the assignor need not consult the other party to the contract but may merely assign the rights at that time. However, an assignment cannot have any adverse effect on the duties of the other party to the contract, nor can it diminish the chance of the other party receiving complete performance. The assignor normally remains liable unless there is an agreement to the contrary by the other party to the contract.

The effect of a valid assignment is to remove privity between the assignor and the obligor and create privity between the obligor and the assignee. Privity is usually defined as a direct and immediate contractual relationship. See Merchants case above.

Further, for the assignment to be effective in most jurisdictions, it must occur in the present. One does not normally assign a future right; the assignment vests immediate rights and obligations.

No specific language is required to create an assignment so long as the assignor makes clear his/her intent to assign identified contractual rights to the assignee. Since expensive litigation can erupt from ambiguous or vague language, obtaining the correct verbiage is vital. An agreement must manifest the intent to transfer rights and can either be oral or in writing and the rights assigned must be certain.

Note that an assignment of an interest is the transfer of some identifiable property, claim, or right from the assignor to the assignee. The assignment operates to transfer to the assignee all of the rights, title, or interest of the assignor in the thing assigned. A transfer of all rights, title, and interests conveys everything that the assignor owned in the thing assigned and the assignee stands in the shoes of the assignor. Knott v. McDonald’s Corp ., 985 F. Supp. 1222 (N.D. Cal. 1997)

The parties must intend to effectuate an assignment at the time of the transfer, although no particular language or procedure is necessary. As long ago as the case of National Reserve Co. v. Metropolitan Trust Co ., 17 Cal. 2d 827 (Cal. 1941), the court held that in determining what rights or interests pass under an assignment, the intention of the parties as manifested in the instrument is controlling.

The intent of the parties to an assignment is a question of fact to be derived not only from the instrument executed by the parties but also from the surrounding circumstances. When there is no writing to evidence the intention to transfer some identifiable property, claim, or right, it is necessary to scrutinize the surrounding circumstances and parties’ acts to ascertain their intentions. Strosberg v. Brauvin Realty Servs., 295 Ill. App. 3d 17 (Ill. App. Ct. 1st Dist. 1998)

The general rule applicable to assignments of choses in action is that an assignment, unless there is a contract to the contrary, carries with it all securities held by the assignor as collateral to the claim and all rights incidental thereto and vests in the assignee the equitable title to such collateral securities and incidental rights. An unqualified assignment of a contract or chose in action, however, with no indication of the intent of the parties, vests in the assignee the assigned contract or chose and all rights and remedies incidental thereto.

More examples: In Strosberg v. Brauvin Realty Servs ., 295 Ill. App. 3d 17 (Ill. App. Ct. 1st Dist. 1998), the court held that the assignee of a party to a subordination agreement is entitled to the benefits and is subject to the burdens of the agreement. In Florida E. C. R. Co. v. Eno , 99 Fla. 887 (Fla. 1930), the court held that the mere assignment of all sums due in and of itself creates no different or other liability of the owner to the assignee than that which existed from the owner to the assignor.

And note that even though an assignment vests in the assignee all rights, remedies, and contingent benefits which are incidental to the thing assigned, those which are personal to the assignor and for his sole benefit are not assigned. Rasp v. Hidden Valley Lake, Inc ., 519 N.E.2d 153, 158 (Ind. Ct. App. 1988). Thus, if the underlying agreement provides that a service can only be provided to X, X cannot assign that right to Y.

Novation Compared to Assignment:

Although the difference between a novation and an assignment may appear narrow, it is an essential one. “Novation is a act whereby one party transfers all its obligations and benefits under a contract to a third party.” In a novation, a third party successfully substitutes the original party as a party to the contract. “When a contract is novated, the other contracting party must be left in the same position he was in prior to the novation being made.”

A sublease is the transfer when a tenant retains some right of reentry onto the leased premises. However, if the tenant transfers the entire leasehold estate, retaining no right of reentry or other reversionary interest, then the transfer is an assignment. The assignor is normally also removed from liability to the landlord only if the landlord consents or allowed that right in the lease. In a sublease, the original tenant is not released from the obligations of the original lease.

Equitable Assignments:

An equitable assignment is one in which one has a future interest and is not valid at law but valid in a court of equity. In National Bank of Republic v. United Sec. Life Ins. & Trust Co. , 17 App. D.C. 112 (D.C. Cir. 1900), the court held that to constitute an equitable assignment of a chose in action, the following has to occur generally: anything said written or done, in pursuance of an agreement and for valuable consideration, or in consideration of an antecedent debt, to place a chose in action or fund out of the control of the owner, and appropriate it to or in favor of another person, amounts to an equitable assignment. Thus, an agreement, between a debtor and a creditor, that the debt shall be paid out of a specific fund going to the debtor may operate as an equitable assignment.

In Egyptian Navigation Co. v. Baker Invs. Corp. , 2008 U.S. Dist. LEXIS 30804 (S.D.N.Y. Apr. 14, 2008), the court stated that an equitable assignment occurs under English law when an assignor, with an intent to transfer his/her right to a chose in action, informs the assignee about the right so transferred.

An executory agreement or a declaration of trust are also equitable assignments if unenforceable as assignments by a court of law but enforceable by a court of equity exercising sound discretion according to the circumstances of the case. Since California combines courts of equity and courts of law, the same court would hear arguments as to whether an equitable assignment had occurred. Quite often, such relief is granted to avoid fraud or unjust enrichment.

Note that obtaining an assignment through fraudulent means invalidates the assignment. Fraud destroys the validity of everything into which it enters. It vitiates the most solemn contracts, documents, and even judgments. Walker v. Rich , 79 Cal. App. 139 (Cal. App. 1926). If an assignment is made with the fraudulent intent to delay, hinder, and defraud creditors, then it is void as fraudulent in fact. See our article on Transfers to Defraud Creditors .

But note that the motives that prompted an assignor to make the transfer will be considered as immaterial and will constitute no defense to an action by the assignee, if an assignment is considered as valid in all other respects.

Enforceability of Assignments:

Whether a right under a contract is capable of being transferred is determined by the law of the place where the contract was entered into. The validity and effect of an assignment is determined by the law of the place of assignment. The validity of an assignment of a contractual right is governed by the law of the state with the most significant relationship to the assignment and the parties.

In some jurisdictions, the traditional conflict of laws rules governing assignments has been rejected and the law of the place having the most significant contacts with the assignment applies. In Downs v. American Mut. Liability Ins. Co ., 14 N.Y.2d 266 (N.Y. 1964), a wife and her husband separated and the wife obtained a judgment of separation from the husband in New York. The judgment required the husband to pay a certain yearly sum to the wife. The husband assigned 50 percent of his future salary, wages, and earnings to the wife. The agreement authorized the employer to make such payments to the wife.

After the husband moved from New York, the wife learned that he was employed by an employer in Massachusetts. She sent the proper notice and demanded payment under the agreement. The employer refused and the wife brought an action for enforcement. The court observed that Massachusetts did not prohibit assignment of the husband’s wages. Moreover, Massachusetts law was not controlling because New York had the most significant relationship with the assignment. Therefore, the court ruled in favor of the wife.

Therefore, the validity of an assignment is determined by looking to the law of the forum with the most significant relationship to the assignment itself. To determine the applicable law of assignments, the court must look to the law of the state which is most significantly related to the principal issue before it.

Assignment of Contractual Rights:

Generally, the law allows the assignment of a contractual right unless the substitution of rights would materially change the duty of the obligor, materially increase the burden or risk imposed on the obligor by the contract, materially impair the chance of obtaining return performance, or materially reduce the value of the performance to the obligor. Restat 2d of Contracts, § 317(2)(a). This presumes that the underlying agreement is silent on the right to assign.

If the contract specifically precludes assignment, the contractual right is not assignable. Whether a contract is assignable is a matter of contractual intent and one must look to the language used by the parties to discern that intent.

In the absence of an express provision to the contrary, the rights and duties under a bilateral executory contract that does not involve personal skill, trust, or confidence may be assigned without the consent of the other party. But note that an assignment is invalid if it would materially alter the other party’s duties and responsibilities. Once an assignment is effective, the assignee stands in the shoes of the assignor and assumes all of assignor’s rights. Hence, after a valid assignment, the assignor’s right to performance is extinguished, transferred to assignee, and the assignee possesses the same rights, benefits, and remedies assignor once possessed. Robert Lamb Hart Planners & Architects v. Evergreen, Ltd. , 787 F. Supp. 753 (S.D. Ohio 1992).

On the other hand, an assignee’s right against the obligor is subject to “all of the limitations of the assignor’s right, all defenses thereto, and all set-offs and counterclaims which would have been available against the assignor had there been no assignment, provided that these defenses and set-offs are based on facts existing at the time of the assignment.” See Robert Lamb , case, above.

The power of the contract to restrict assignment is broad. Usually, contractual provisions that restrict assignment of the contract without the consent of the obligor are valid and enforceable, even when there is statutory authorization for the assignment. The restriction of the power to assign is often ineffective unless the restriction is expressly and precisely stated. Anti-assignment clauses are effective only if they contain clear, unambiguous language of prohibition. Anti-assignment clauses protect only the obligor and do not affect the transaction between the assignee and assignor.

Usually, a prohibition against the assignment of a contract does not prevent an assignment of the right to receive payments due, unless circumstances indicate the contrary. Moreover, the contracting parties cannot, by a mere non-assignment provision, prevent the effectual alienation of the right to money which becomes due under the contract.

A contract provision prohibiting or restricting an assignment may be waived, or a party may so act as to be estopped from objecting to the assignment, such as by effectively ratifying the assignment. The power to void an assignment made in violation of an anti-assignment clause may be waived either before or after the assignment. See our article on Contracts.

Noncompete Clauses and Assignments:

Of critical import to most buyers of businesses is the ability to ensure that key employees of the business being purchased cannot start a competing company. Some states strictly limit such clauses, some do allow them. California does restrict noncompete clauses, only allowing them under certain circumstances. A common question in those states that do allow them is whether such rights can be assigned to a new party, such as the buyer of the buyer.

A covenant not to compete, also called a non-competitive clause, is a formal agreement prohibiting one party from performing similar work or business within a designated area for a specified amount of time. This type of clause is generally included in contracts between employer and employee and contracts between buyer and seller of a business.

Many workers sign a covenant not to compete as part of the paperwork required for employment. It may be a separate document similar to a non-disclosure agreement, or buried within a number of other clauses in a contract. A covenant not to compete is generally legal and enforceable, although there are some exceptions and restrictions.

Whenever a company recruits skilled employees, it invests a significant amount of time and training. For example, it often takes years before a research chemist or a design engineer develops a workable knowledge of a company’s product line, including trade secrets and highly sensitive information. Once an employee gains this knowledge and experience, however, all sorts of things can happen. The employee could work for the company until retirement, accept a better offer from a competing company or start up his or her own business.

A covenant not to compete may cover a number of potential issues between employers and former employees. Many companies spend years developing a local base of customers or clients. It is important that this customer base not fall into the hands of local competitors. When an employee signs a covenant not to compete, he or she usually agrees not to use insider knowledge of the company’s customer base to disadvantage the company. The covenant not to compete often defines a broad geographical area considered off-limits to former employees, possibly tens or hundreds of miles.

Another area of concern covered by a covenant not to compete is a potential ‘brain drain’. Some high-level former employees may seek to recruit others from the same company to create new competition. Retention of employees, especially those with unique skills or proprietary knowledge, is vital for most companies, so a covenant not to compete may spell out definite restrictions on the hiring or recruiting of employees.

A covenant not to compete may also define a specific amount of time before a former employee can seek employment in a similar field. Many companies offer a substantial severance package to make sure former employees are financially solvent until the terms of the covenant not to compete have been met.

Because the use of a covenant not to compete can be controversial, a handful of states, including California, have largely banned this type of contractual language. The legal enforcement of these agreements falls on individual states, and many have sided with the employee during arbitration or litigation. A covenant not to compete must be reasonable and specific, with defined time periods and coverage areas. If the agreement gives the company too much power over former employees or is ambiguous, state courts may declare it to be overbroad and therefore unenforceable. In such case, the employee would be free to pursue any employment opportunity, including working for a direct competitor or starting up a new company of his or her own.

It has been held that an employee’s covenant not to compete is assignable where one business is transferred to another, that a merger does not constitute an assignment of a covenant not to compete, and that a covenant not to compete is enforceable by a successor to the employer where the assignment does not create an added burden of employment or other disadvantage to the employee. However, in some states such as Hawaii, it has also been held that a covenant not to compete is not assignable and under various statutes for various reasons that such covenants are not enforceable against an employee by a successor to the employer. Hawaii v. Gannett Pac. Corp. , 99 F. Supp. 2d 1241 (D. Haw. 1999)

It is vital to obtain the relevant law of the applicable state before drafting or attempting to enforce assignment rights in this particular area.

Conclusion:

In the current business world of fast changing structures, agreements, employees and projects, the ability to assign rights and obligations is essential to allow flexibility and adjustment to new situations. Conversely, the ability to hold a contracting party into the deal may be essential for the future of a party. Thus, the law of assignments and the restriction on same is a critical aspect of every agreement and every structure. This basic provision is often glanced at by the contracting parties, or scribbled into the deal at the last minute but can easily become the most vital part of the transaction.

As an example, one client of ours came into the office outraged that his co venturer on a sizable exporting agreement, who had excellent connections in Brazil, had elected to pursue another venture instead and assigned the agreement to a party unknown to our client and without the business contacts our client considered vital. When we examined the handwritten agreement our client had drafted in a restaurant in Sao Paolo, we discovered there was no restriction on assignment whatsoever…our client had not even considered that right when drafting the agreement after a full day of work.

One choses who one does business with carefully…to ensure that one’s choice remains the party on the other side of the contract, one must master the ability to negotiate proper assignment provisions.

Founded in 1939, our law firm combines the ability to represent clients in domestic or international matters with the personal interaction with clients that is traditional to a long established law firm.

Read more about our firm

© 2024, Stimmel, Stimmel & Roeser, All rights reserved  | Terms of Use | Site by Bay Design

Assignment of Rights and Obligations Under a Contract: Everything You Need to Know

An assignment of rights and obligations under a contract occurs when a party assigns their contractual rights to a third party. 3 min read updated on January 01, 2024

Updated October 29, 2020:

An assignment of rights and obligations under a contract occurs when a party assigns their contractual rights to a third party. The benefit that the issuing party would have received from the contract is now assigned to the third party. The party appointing their rights is referred to as the assignor, while the party obtaining the rights is the assignee.

What Is an Assignment of Contract?

In an assignment contract, the assignor prefers that the assignee reverses roles and assumes the contractual rights and obligations as stated in the contract. Before this can occur, all parties to the original contract must be notified.

Contracts create duties and rights. An obligor is the party who is legally or contractually obliged to provide a benefit or payment to another, while an obligation is owed to the obligee. The obligee transfers a right to obtain a benefit owed by the obligor to a third party. At this point, the obligee becomes an assignor. An assignor is the party that actually creates an assignment. 

The party that creates an assignment is both the obligee and a transferor. The assignee receives the right to acquire the obligations of the promisor/obligor. The assignor can assign any right to the obligor unless:

• Doing so will materially alter the obligation
• It's materially burdening
• It decreases the value of the original contract
• It increases their risk
• Public policy or a statute makes it illegal
• The contract prevents assignment

Assignments are important in business financing, especially in factoring . A factor is someone who purchases a right to receive a benefit from someone else.

How Assignments Work

The specific language used in the contract will determine how the assignment plays out. For example, one contract may prohibit assignment, while another contract may require that all parties involved agree to it before proceeding. Remember, an assignment of contract does not necessarily alleviate an assignor from all liability. Many contracts include an assurance clause guaranteeing performance. In other words, the initial parties to the contract guarantee the assignee will achieve the desired goal.

When Assignments Will Not Be Enforced

The following situations indicate when an assignment of a contract is not enforced:

• The contract specifically prohibits assignment
• The assignment drastically changes the expected outcome
• The assignment is against public policy or illegal
• The contract contains a no-assignment clause
• The assignment is for a future right that only would be attainable in a contract in the future
• The contract hasn't been finalized or written yet

Delegation vs. Assignment

Occasionally, one party in a contract will desire to pass on or delegate their responsibility to a third party without creating an assignment contract. Some duties are so specific in nature they cannot be delegated. Adding a clause in the contract to prevent a party from delegating their responsibilities and duties is highly recommended.

Characteristics of Assignments

An assignment involves the transfer by an assignor of some or all of its rights to receive performance under the contract to an assignee. The assignee then receives all the benefits of the assigned rights. The assignment doesn't eliminate or reduce the assignor's performance commitments to the nonassigning party.

Three Steps to Follow if You Want to Assign a Contract

There are three main steps to take if you're looking to assign a contract:

• Make sure the current contract does not contain an anti-assignment clause
• Officially execute the assignment by transferring the parties' obligations and rights
• Notify the obligor of the changes made

Once the obligor is notified, the assignor will effectively be relieved of liability.

Anti-Assignment Clauses

If you'd prefer not to allow the party you're doing business with to assign a contract, you may be able to prevent this from occurring by clearly stating anti-assignment clauses in the original contract. The three most common anti-assignment clauses are:

• Consent required for assignment
• Consent not needed for new owners or affiliates
• Consent not unreasonably withheld

Based on these three clauses, no party in the contract is allowed to delegate or assign any obligations or rights without prior written consent from the other parties. Any delegation or assignment in violation of this passage shall be deemed void. It is not possible to write an anti-assignment clause that goes against an assignment that is issued or ordered by a court.

If you need help with an assignment of rights and obligations under a contract, you can  post your job  on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.

Hire the top business lawyers and save up to 60% on legal fees

Content Approved by UpCounsel

• Assignment Contract Law
• Legal Assignment
• Assignment Law
• Assignment of Rights Example
• What Is the Definition of Assigns
• Partial Assignment of Contract
• Assignment Of Contracts
• Consent to Assignment
• Delegation vs Assignment
• Assignment of Contract Rights

• school Campus Bookshelves
• menu_book Bookshelves
• perm_media Learning Objects
• login Login
• how_to_reg Request Instructor Account
• hub Instructor Commons

Margin Size

• Download Page (PDF)
• Download Full Book (PDF)
• Periodic Table
• Physics Constants
• Scientific Calculator
• Reference & Cite
• Tools expand_more
• Readability

selected template will load here

This action is not available.

14.1: Assignment of Contract Rights

• Last updated
• Save as PDF
• Page ID 19021

\( \newcommand{\vecs}[1]{\overset { \scriptstyle \rightharpoonup} {\mathbf{#1}} } \)

\( \newcommand{\vecd}[1]{\overset{-\!-\!\rightharpoonup}{\vphantom{a}\smash {#1}}} \)

\( \newcommand{\id}{\mathrm{id}}\) \( \newcommand{\Span}{\mathrm{span}}\)

( \newcommand{\kernel}{\mathrm{null}\,}\) \( \newcommand{\range}{\mathrm{range}\,}\)

\( \newcommand{\RealPart}{\mathrm{Re}}\) \( \newcommand{\ImaginaryPart}{\mathrm{Im}}\)

\( \newcommand{\Argument}{\mathrm{Arg}}\) \( \newcommand{\norm}[1]{\| #1 \|}\)

\( \newcommand{\inner}[2]{\langle #1, #2 \rangle}\)

\( \newcommand{\Span}{\mathrm{span}}\)

\( \newcommand{\id}{\mathrm{id}}\)

\( \newcommand{\kernel}{\mathrm{null}\,}\)

\( \newcommand{\range}{\mathrm{range}\,}\)

\( \newcommand{\RealPart}{\mathrm{Re}}\)

\( \newcommand{\ImaginaryPart}{\mathrm{Im}}\)

\( \newcommand{\Argument}{\mathrm{Arg}}\)

\( \newcommand{\norm}[1]{\| #1 \|}\)

\( \newcommand{\Span}{\mathrm{span}}\) \( \newcommand{\AA}{\unicode[.8,0]{x212B}}\)

\( \newcommand{\vectorA}[1]{\vec{#1}}      % arrow\)

\( \newcommand{\vectorAt}[1]{\vec{\text{#1}}}      % arrow\)

\( \newcommand{\vectorB}[1]{\overset { \scriptstyle \rightharpoonup} {\mathbf{#1}} } \)

\( \newcommand{\vectorC}[1]{\textbf{#1}} \)

\( \newcommand{\vectorD}[1]{\overrightarrow{#1}} \)

\( \newcommand{\vectorDt}[1]{\overrightarrow{\text{#1}}} \)

\( \newcommand{\vectE}[1]{\overset{-\!-\!\rightharpoonup}{\vphantom{a}\smash{\mathbf {#1}}}} \)

LEARNING OBJECTIVES

• Understand what an assignment is and how it is made.
• Recognize the effect of the assignment.
• Know when assignments are not allowed.
• Understand the concept of assignor’s warranties.

The Concept of a Contract Assignment

Contracts create rights and duties. By an assignment , an obligee (one who has the right to receive a contract benefit) transfers a right to receive a contract benefit owed by the obligor (the one who has a duty to perform) to a third person ( assignee ); the obligee then becomes an assignor (one who makes an assignment).

The Restatement (Second) of Contracts defines an assignment of a right as “a manifestation of the assignor’s intention to transfer it by virtue of which the assignor’s right to performance by the obligor is extinguished in whole or in part and the assignee acquires the right to such performance.”Restatement (Second) of Contracts, Section 317(1). The one who makes the assignment is both an obligee and a transferor. The assignee acquires the right to receive the contractual obligations of the promisor, who is referred to as the obligor (see Figure 14.1 "Assignment of Rights" ). The assignor may assign any right unless (1) doing so would materially change the obligation of the obligor, materially burden him, increase his risk, or otherwise diminish the value to him of the original contract; (2) statute or public policy forbids the assignment; or (3) the contract itself precludes assignment. The common law of contracts and Articles 2 and 9 of the Uniform Commercial Code (UCC) govern assignments. Assignments are an important part of business financing, such as factoring. A factor is one who purchases the right to receive income from another.

Figure 14.1 Assignment of Rights

Method of Assignment

Manifesting assent.

To effect an assignment, the assignor must make known his intention to transfer the rights to the third person. The assignor’s intention must be that the assignment is effective without need of any further action or any further manifestation of intention to make the assignment. In other words, the assignor must intend and understand himself to be making the assignment then and there; he is not promising to make the assignment sometime in the future.

Under the UCC, any assignments of rights in excess of $5,000 must be in writing, but otherwise, assignments can be oral and consideration is not required: the assignor could assign the right to the assignee for nothing (not likely in commercial transactions, of course). Mrs. Franklin has the right to receive $750 a month from the sale of a house she formerly owned; she assigns the right to receive the money to her son Jason, as a gift. The assignment is good, though such a gratuitous assignment is usually revocable, which is not the case where consideration has been paid for an assignment.

Acceptance and Revocation

For the assignment to become effective, the assignee must manifest his acceptance under most circumstances. This is done automatically when, as is usually the case, the assignee has given consideration for the assignment (i.e., there is a contract between the assignor and the assignee in which the assignment is the assignor’s consideration), and then the assignment is not revocable without the assignee’s consent. Problems of acceptance normally arise only when the assignor intends the assignment as a gift. Then, for the assignment to be irrevocable, either the assignee must manifest his acceptance or the assignor must notify the assignee in writing of the assignment.

Notice to the obligor is not required, but an obligor who renders performance to the assignor without notice of the assignment (that performance of the contract is to be rendered now to the assignee) is discharged. Obviously, the assignor cannot then keep the consideration he has received; he owes it to the assignee. But if notice is given to the obligor and she performs to the assignor anyway, the assignee can recover from either the obligor or the assignee, so the obligor could have to perform twice, as in Exercise 2 at the chapter’s end, Aldana v. Colonial Palms Plaza . Of course, an obligor who receives notice of the assignment from the assignee will want to be sure the assignment has really occurred. After all, anybody could waltz up to the obligor and say, “I’m the assignee of your contract with the bank. From now on, pay me the $500 a month, not the bank.” The obligor is entitled to verification of the assignment.

Effect of Assignment

General rule.

An assignment of rights effectively makes the assignee stand in the shoes of the assignor. He gains all the rights against the obligor that the assignor had, but no more. An obligor who could avoid the assignor’s attempt to enforce the rights could avoid a similar attempt by the assignee. Likewise, under UCC Section 9-318(1), the assignee of an account is subject to all terms of the contract between the debtor and the creditor-assignor. Suppose Dealer sells a car to Buyer on a contract where Buyer is to pay $300 per month and the car is warranted for 50,000 miles. If the car goes on the fritz before then and Dealer won’t fix it, Buyer could fix it for, say, $250 and deduct that $250 from the amount owed Dealer on the next installment (called a setoff). Now, if Dealer assigns the contract to Assignee, Assignee stands in Dealer’s shoes, and Buyer could likewise deduct the $250 from payment to Assignee.

The “shoe rule” does not apply to two types of assignments. First, it is inapplicable to the sale of a negotiable instrument to a holder in due course. Second, the rule may be waived: under the UCC and at common law, the obligor may agree in the original contract not to raise defenses against the assignee that could have been raised against the assignor.Uniform Commercial Code, Section 9-206. While a waiver of defenses makes the assignment more marketable from the assignee’s point of view, it is a situation fraught with peril to an obligor, who may sign a contract without understanding the full import of the waiver. Under the waiver rule, for example, a farmer who buys a tractor on credit and discovers later that it does not work would still be required to pay a credit company that purchased the contract; his defense that the merchandise was shoddy would be unavailing (he would, as used to be said, be “having to pay on a dead horse”).

For that reason, there are various rules that limit both the holder in due course and the waiver rule. Certain defenses, the so-called real defenses (infancy, duress, and fraud in the execution, among others), may always be asserted. Also, the waiver clause in the contract must have been presented in good faith, and if the assignee has actual notice of a defense that the buyer or lessee could raise, then the waiver is ineffective. Moreover, in consumer transactions, the UCC’s rule is subject to state laws that protect consumers (people buying things used primarily for personal, family, or household purposes), and many states, by statute or court decision, have made waivers of defenses ineffective in such consumer transactions . Federal Trade Commission regulations also affect the ability of many sellers to pass on rights to assignees free of defenses that buyers could raise against them. Because of these various limitations on the holder in due course and on waivers, the “shoe rule” will not govern in consumer transactions and, if there are real defenses or the assignee does not act in good faith, in business transactions as well.

When Assignments Are Not Allowed

The general rule—as previously noted—is that most contract rights are assignable. But there are exceptions. Five of them are noted here.

Material Change in Duties of the Obligor

When an assignment has the effect of materially changing the duties that the obligor must perform, it is ineffective. Changing the party to whom the obligor must make a payment is not a material change of duty that will defeat an assignment, since that, of course, is the purpose behind most assignments. Nor will a minor change in the duties the obligor must perform defeat the assignment.

Several residents in the town of Centerville sign up on an annual basis with the Centerville Times to receive their morning paper. A customer who is moving out of town may assign his right to receive the paper to someone else within the delivery route. As long as the assignee pays for the paper, the assignment is effective; the only relationship the obligor has to the assignee is a routine delivery in exchange for payment. Obligors can consent in the original contract, however, to a subsequent assignment of duties. Here is a clause from the World Team Tennis League contract: “It is mutually agreed that the Club shall have the right to sell, assign, trade and transfer this contract to another Club in the League, and the Player agrees to accept and be bound by such sale, exchange, assignment or transfer and to faithfully perform and carry out his or her obligations under this contract as if it had been entered into by the Player and such other Club.” Consent is not necessary when the contract does not involve a personal relationship.

Assignment of Personal Rights

When it matters to the obligor who receives the benefit of his duty to perform under the contract, then the receipt of the benefit is a personal right that cannot be assigned. For example, a student seeking to earn pocket money during the school year signs up to do research work for a professor she admires and with whom she is friendly. The professor assigns the contract to one of his colleagues with whom the student does not get along. The assignment is ineffective because it matters to the student (the obligor) who the person of the assignee is. An insurance company provides auto insurance covering Mohammed Kareem, a sixty-five-year-old man who drives very carefully. Kareem cannot assign the contract to his seventeen-year-old grandson because it matters to the insurance company who the person of its insured is. Tenants usually cannot assign (sublet) their tenancies without the landlord’s permission because it matters to the landlord who the person of their tenant is. Section 14.4.1 "Nonassignable Rights" , Nassau Hotel Co. v. Barnett & Barse Corp. , is an example of the nonassignability of a personal right.

Assignment Forbidden by Statute or Public Policy

Various federal and state laws prohibit or regulate some contract assignment. The assignment of future wages is regulated by state and federal law to protect people from improvidently denying themselves future income because of immediate present financial difficulties. And even in the absence of statute, public policy might prohibit some assignments.

Contracts That Prohibit Assignment

Assignability of contract rights is useful, and prohibitions against it are not generally favored. Many contracts contain general language that prohibits assignment of rights or of “the contract.” Both the Restatement and UCC Section 2-210(3) declare that in the absence of any contrary circumstances, a provision in the agreement that prohibits assigning “the contract” bars “only the delegation to the assignee of the assignor’s performance.”Restatement (Second) of Contracts, Section 322. In other words, unless the contract specifically prohibits assignment of any of its terms, a party is free to assign anything except his or her own duties.

Even if a contractual provision explicitly prohibits it, a right to damages for breach of the whole contract is assignable under UCC Section 2-210(2) in contracts for goods. Likewise, UCC Section 9-318(4) invalidates any contract provision that prohibits assigning sums already due or to become due. Indeed, in some states, at common law, a clause specifically prohibiting assignment will fail. For example, the buyer and the seller agree to the sale of land and to a provision barring assignment of the rights under the contract. The buyer pays the full price, but the seller refuses to convey. The buyer then assigns to her friend the right to obtain title to the land from the seller. The latter’s objection that the contract precludes such an assignment will fall on deaf ears in some states; the assignment is effective, and the friend may sue for the title.

Future Contracts

The law distinguishes between assigning future rights under an existing contract and assigning rights that will arise from a future contract. Rights contingent on a future event can be assigned in exactly the same manner as existing rights, as long as the contingent rights are already incorporated in a contract. Ben has a long-standing deal with his neighbor, Mrs. Robinson, to keep the latter’s walk clear of snow at twenty dollars a snowfall. Ben is saving his money for a new printer, but when he is eighty dollars shy of the purchase price, he becomes impatient and cajoles a friend into loaning him the balance. In return, Ben assigns his friend the earnings from the next four snowfalls. The assignment is effective. However, a right that will arise from a future contract cannot be the subject of a present assignment.

Partial Assignments

An assignor may assign part of a contractual right, but only if the obligor can perform that part of his contractual obligation separately from the remainder of his obligation. Assignment of part of a payment due is always enforceable. However, if the obligor objects, neither the assignor nor the assignee may sue him unless both are party to the suit. Mrs. Robinson owes Ben one hundred dollars. Ben assigns fifty dollars of that sum to his friend. Mrs. Robinson is perplexed by this assignment and refuses to pay until the situation is explained to her satisfaction. The friend brings suit against Mrs. Robinson. The court cannot hear the case unless Ben is also a party to the suit. This ensures all parties to the dispute are present at once and avoids multiple lawsuits.

Successive Assignments

It may happen that an assignor assigns the same interest twice (see Figure 14.2 "Successive Assignments" ). With certain exceptions, the first assignee takes precedence over any subsequent assignee. One obvious exception is when the first assignment is ineffective or revocable. A subsequent assignment has the effect of revoking a prior assignment that is ineffective or revocable. Another exception: if in good faith the subsequent assignee gives consideration for the assignment and has no knowledge of the prior assignment, he takes precedence whenever he obtains payment from, performance from, or a judgment against the obligor, or whenever he receives some tangible evidence from the assignor that the right has been assigned (e.g., a bank deposit book or an insurance policy).

Some states follow the different English rule: the first assignee to give notice to the obligor has priority, regardless of the order in which the assignments were made. Furthermore, if the assignment falls within the filing requirements of UCC Article 9 (see Chapter 22 "Secured Transactions and Suretyship" ), the first assignee to file will prevail.

Figure 14.2 Successive Assignments

Assignor’s Warranties

An assignor has legal responsibilities in making assignments. He cannot blithely assign the same interests pell-mell and escape liability. Unless the contract explicitly states to the contrary, a person who assigns a right for value makes certain assignor’s warranties to the assignee: that he will not upset the assignment, that he has the right to make it, and that there are no defenses that will defeat it. However, the assignor does not guarantee payment; assignment does not by itself amount to a warranty that the obligor is solvent or will perform as agreed in the original contract. Mrs. Robinson owes Ben fifty dollars. Ben assigns this sum to his friend. Before the friend collects, Ben releases Mrs. Robinson from her obligation. The friend may sue Ben for the fifty dollars. Or again, if Ben represents to his friend that Mrs. Robinson owes him (Ben) fifty dollars and assigns his friend that amount, but in fact Mrs. Robinson does not owe Ben that much, then Ben has breached his assignor’s warranty. The assignor’s warranties may be express or implied.

KEY TAKEAWAY

Generally, it is OK for an obligee to assign the right to receive contractual performance from the obligor to a third party. The effect of the assignment is to make the assignee stand in the shoes of the assignor, taking all the latter’s rights and all the defenses against nonperformance that the obligor might raise against the assignor. But the obligor may agree in advance to waive defenses against the assignee, unless such waiver is prohibited by law.

There are some exceptions to the rule that contract rights are assignable. Some, such as personal rights, are not circumstances where the obligor’s duties would materially change, cases where assignability is forbidden by statute or public policy, or, with some limits, cases where the contract itself prohibits assignment. Partial assignments and successive assignments can happen, and rules govern the resolution of problems arising from them.

When the assignor makes the assignment, that person makes certain warranties, express or implied, to the assignee, basically to the effect that the assignment is good and the assignor knows of no reason why the assignee will not get performance from the obligor.

• If Able makes a valid assignment to Baker of his contract to receive monthly rental payments from Tenant, how is Baker’s right different from what Able’s was?
• Able made a valid assignment to Baker of his contract to receive monthly purchase payments from Carr, who bought an automobile from Able. The car had a 180-day warranty, but the car malfunctioned within that time. Able had quit the auto business entirely. May Carr withhold payments from Baker to offset the cost of needed repairs?
• Assume in the case in Exercise 2 that Baker knew Able was selling defective cars just before his (Able’s) withdrawal from the auto business. How, if at all, does that change Baker’s rights?
• Why are leases generally not assignable? Why are insurance contracts not assignable?

Understanding an assignment and assumption agreement

Need to assign your rights and duties under a contract? Learn more about the basics of an assignment and assumption agreement.

Get your assignment of agreement

by   Belle Wong, J.D.

Belle Wong, is a freelance writer specializing in small business, personal finance, banking, and tech/SAAS. She ...

Read more...

Updated on: November 24, 2023 · 3 min read

The assignment and assumption agreement

The basics of assignment and assumption, filling in the assignment and assumption agreement.

While every business should try its best to meet its contractual obligations, changes in circumstance can happen that could necessitate transferring your rights and duties under a contract to another party who would be better able to meet those obligations.

If you find yourself in such a situation, and your contract provides for the possibility of assignment, an assignment and assumption agreement can be a good option for preserving your relationship with the party you initially contracted with, while at the same time enabling you to pass on your contractual rights and duties to a third party.

An assignment and assumption agreement is used after a contract is signed, in order to transfer one of the contracting party's rights and obligations to a third party who was not originally a party to the contract. The party making the assignment is called the assignor, while the third party accepting the assignment is known as the assignee.

In order for an assignment and assumption agreement to be valid, the following criteria need to be met:

• The initial contract must provide for the possibility of assignment by one of the initial contracting parties.
• The assignor must agree to assign their rights and duties under the contract to the assignee.
• The assignee must agree to accept, or "assume," those contractual rights and duties.
• The other party to the initial contract must consent to the transfer of rights and obligations to the assignee.

A standard assignment and assumption contract is often a good starting point if you need to enter into an assignment and assumption agreement. However, for more complex situations, such as an assignment and amendment agreement in which several of the initial contract terms will be modified, or where only some, but not all, rights and duties will be assigned, it's a good idea to retain the services of an attorney who can help you draft an agreement that will meet all your needs.

When you're ready to enter into an assignment and assumption agreement, it's a good idea to have a firm grasp of the basics of assignment:

• First, carefully read and understand the assignment and assumption provision in the initial contract. Contracts vary widely in their language on this topic, and each contract will have specific criteria that must be met in order for a valid assignment of rights to take place.
• All parties to the agreement should carefully review the document to make sure they each know what they're agreeing to, and to help ensure that all important terms and conditions have been addressed in the agreement.
• Until the agreement is signed by all the parties involved, the assignor will still be obligated for all responsibilities stated in the initial contract. If you are the assignor, you need to ensure that you continue with business as usual until the assignment and assumption agreement has been properly executed.

Unless you're dealing with a complex assignment situation, working with a template often is a good way to begin drafting an assignment and assumption agreement that will meet your needs. Generally speaking, your agreement should include the following information:

• Identification of the existing agreement, including details such as the date it was signed and the parties involved, and the parties' rights to assign under this initial agreement
• The effective date of the assignment and assumption agreement
• Identification of the party making the assignment (the assignor), and a statement of their desire to assign their rights under the initial contract
• Identification of the third party accepting the assignment (the assignee), and a statement of their acceptance of the assignment
• Identification of the other initial party to the contract, and a statement of their consent to the assignment and assumption agreement
• A section stating that the initial contract is continued; meaning, that, other than the change to the parties involved, all terms and conditions in the original contract stay the same

In addition to these sections that are specific to an assignment and assumption agreement, your contract should also include standard contract language, such as clauses about indemnification, future amendments, and governing law.

Sometimes circumstances change, and as a business owner you may find yourself needing to assign your rights and duties under a contract to another party. A properly drafted assignment and assumption agreement can help you make the transfer smoothly while, at the same time, preserving the cordiality of your initial business relationship under the original contract.

You may also like

What does 'inc.' mean in a company name?

'Inc.' in a company name means the business is incorporated, but what does that entail, exactly? Here's everything you need to know about incorporating your business.

October 9, 2023 · 10min read

How to write a will: A comprehensive guide to will writing

Writing a will is one of the most important things you can do for yourself and for your loved ones, and it can be done in just minutes. Are you ready to get started?

May 20, 2024 · 11min read

How to Start an LLC in 7 Easy Steps (2024 Guide)

2024 is one of the best years ever to start an LLC, and you can create yours in only a few steps.

May 16, 2024 · 22min read

• Skip to primary navigation
• Skip to main content
• Skip to primary sidebar
• Skip to footer

Legal Templates

Home Business Assignment Agreement

Assignment Agreement Template

Use our assignment agreement to transfer contractual obligations.

Updated February 1, 2024 Reviewed by Brooke Davis

An assignment agreement is a legal document that transfers rights, responsibilities, and benefits from one party (the “assignor”) to another (the “assignee”). You can use it to reassign debt, real estate, intellectual property, leases, insurance policies, and government contracts.

What Is an Assignment Agreement?

What to include in an assignment agreement, how to assign a contract, how to write an assignment agreement, assignment agreement sample.

Partnership Interest

An assignment agreement effectively transfers the rights and obligations of a person or entity under an initial contract to another. The original party is the assignor, and the assignee takes on the contract’s duties and benefits.

It’s often a requirement to let the other party in the original deal know the contract is being transferred. It’s essential to create this form thoughtfully, as a poorly written assignment agreement may leave the assignor obligated to certain aspects of the deal.

The most common use of an assignment agreement occurs when the assignor no longer can or wants to continue with a contract. Instead of leaving the initial party or breaking the agreement, the assignor can transfer the contract to another individual or entity.

For example, imagine a small residential trash collection service plans to close its operations. Before it closes, the business brokers a deal to send its accounts to a curbside pickup company providing similar services. After notifying account holders, the latter company continues the service while receiving payment.

Create a thorough assignment agreement by including the following information:

• Effective Date:  The document must indicate when the transfer of rights and obligations occurs.
• Parties:  Include the full name and address of the assignor, assignee, and obligor (if required).
• Assignment:  Provide details that identify the original contract being assigned.
• Third-Party Approval: If the initial contract requires the approval of the obligor, note the date the approval was received.
• Signatures:  Both parties must sign and date the printed assignment contract template once completed. If a notary is required, wait until you are in the presence of the official and present identification before signing. Failure to do so may result in having to redo the assignment contract.

Review the Contract Terms

Carefully review the terms of the existing contract. Some contracts may have specific provisions regarding assignment. Check for any restrictions or requirements related to assigning the contract.

Check for Anti-Assignment Clauses

Some contracts include anti-assignment clauses that prohibit or restrict the ability to assign the contract without the consent of the other party. If there’s such a clause, you may need the consent of the original parties to proceed.

Determine Assignability

Ensure that the contract is assignable. Some contracts, especially those involving personal services or unique skills, may not be assignable without the other party’s agreement.

Get Consent from the Other Party (if Required)

If the contract includes an anti-assignment clause or requires consent for assignment, seek written consent from the other party. This can often be done through a formal amendment to the contract.

Prepare an Assignment Agreement

Draft an assignment agreement that clearly outlines the transfer of rights and obligations from the assignor (the party assigning the contract) to the assignee (the party receiving the assignment). Include details such as the names of the parties, the effective date of the assignment, and the specific rights and obligations being transferred.

Include Original Contract Information

Attach a copy of the original contract or reference its key terms in the assignment agreement. This helps in clearly identifying the contract being assigned.

Execution of the Assignment Agreement

Both the assignor and assignee should sign the assignment agreement. Signatures should be notarized if required by the contract or local laws.

Notice to the Other Party

Provide notice of the assignment to the non-assigning party. This can be done formally through a letter or as specified in the contract.

File the Assignment

File the assignment agreement with the appropriate parties or entities as required. This may include filing with the original contracting party or relevant government authorities.

Communicate with Third Parties

Inform any relevant third parties, such as suppliers, customers, or service providers, about the assignment to ensure a smooth transition.

Keep Copies for Records

Keep copies of the assignment agreement, original contract, and any related communications for your records.

Here’s a list of steps on how to write an assignment agreement:

Step 1 – List the Assignor’s and Assignee’s Details

List all of the pertinent information regarding the parties involved in the transfer. This information includes their full names, addresses, phone numbers, and other relevant contact information.

This step clarifies who’s transferring the initial contract and who will take on its responsibilities.

Step 2 – Provide Original Contract Information

Describing and identifying the contract that is effectively being reassigned is essential. This step avoids any confusion after the transfer has been completed.

Step 3 – State the Consideration

Provide accurate information regarding the amount the assignee pays to assume the contract. This figure should include taxes and any relevant peripheral expenses. If the assignee will pay the consideration over a period, indicate the method and installments.

Step 4 – Provide Any Terms and Conditions

The terms and conditions of any agreement are crucial to a smooth transaction. You must cover issues such as dispute resolution, governing law, obligor approval, and any relevant clauses.

Step 5 – Obtain Signatures

Both parties must sign the agreement to ensure it is legally binding and that they have read and understood the contract. If a notary is required, wait to sign off in their presence.

Related Documents

• Purchase Agreement : Outlines the terms and conditions of an item sale.
• Business Contract : An agreement in which each party agrees to an exchange, typically involving money, goods, or services.
• Lease/Rental Agreement : A lease agreement is a written document that officially recognizes a legally binding relationship between two parties -- a landlord and a tenant.
• Legal Resources
• Partner With Us
• Terms of Use
• Privacy Policy
• Do Not Sell My Personal Information

The document above is a sample. Please note that the language you see here may change depending on your answers to the document questionnaire.

Thank you for downloading!

How would you rate your free template?

Click on a star to rate

Assessing Assignability: Transferring Contractual Rights or Obligations | Practical Law

Assessing Assignability: Transferring Contractual Rights or Obligations

Practical law legal update 5-546-6326  (approx. 7 pages).

• An intended transfer is of the type that is prohibited by law or public policy (see Practice Note, Assignability of Commercial Contracts: Statutory and Public Policy Exceptions ).
• The parties expressly agree to restrict transferability (see Practice Note, Assignability of Commercial Contracts: Contractual Anti-assignment and Anti-delegation Clauses ).
• Breaching the contract.
• Making an ineffective and invalid transfer.

Distinguishing Between Assignment and Delegation

• The assignment of rights to receive performance.
• The delegation of duties to perform.

Characteristics of Assignments

• The right to receive performance from the assignor.
• Its remedies against the assignor for any failure to perform.

Characteristics of Delegation

The general rule governing assignment and delegation.

• Most assignments of contractual rights.
• Many delegations of contractual performance.
• Assignments and delegations that violate public policy or law.
• Assignments of rights or delegations of performance that are personal in nature.
• Contracts with anti-assignment or anti-delegation clauses.

Contracts That Present the Greatest Challenges

• Personal services contracts (see Personal Services Contracts ).
• Non-exclusive intellectual property licenses (see Intellectual Property Licenses ).
• Contracts with anti-assignment and anti-delegation clauses (see Contracts With Anti-assignment and Anti-delegation Contract Clauses ).

Personal Services Contracts

Intellectual property licenses, contracts with anti-assignment and anti-delegation clauses, is a change of control an assignment.

• Contains an anti-assignment and anti-delegation clause expressly restricting a change of control.
• States that a change in management or equity ownership of the contracting party is deemed to be an assignment.

When Does an Involuntary Transfer Trigger a Restricted Transfer?

• A contractual anti-assignment and anti delegation clause applies to a specific type or transfer.
• The transfer is permissible, with or without a contractual anti-assignment and anti-delegation provision.

Drafting and Negotiating Anti-assignment and Anti-delegation Clauses

• Directly addressing assignment of rights and delegation of performance.
• Clarifying the universe of restricted transfers.
• Designating the non-transferring party's consent rights.
• Specifying any exceptions to non-transferability.
• Requiring notification of a permitted transfer.
• Including a declaration that impermissible transfers are void.
• Adding a novation to the anti-assignment and anti-delegation provision.

§ 2-210. Delegation of Performance; Assignment of Rights.

Primary tabs.

(1) A party may perform his duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having his original promisor perform or control the acts required by the contract . No delegation of performance relieves the party delegating of any duty to perform or any liability for breach.

(2) Unless otherwise agreed all rights of either seller or buyer can be assigned except where the assignment would materially change the duty of the other party, or increase materially the burden or risk imposed on him by his contract , or impair materially his chance of obtaining return performance. A right to damages for breach of the whole contract or a right arising out of the assignor's due performance of his entire obligation can be assigned despite agreement otherwise.

(3)Unless the circumstances indicate the contrary a prohibition of assignment of "the contract" is to be construed as barring only the delegation to the assignee of the assignor's performance.

(4) An assignment of "the contract" or of "all my rights under the contract" or an assignment in similar general terms is an assignment of rights and unless the language or the circumstances (as in an assignment for security) indicate the contrary, it is a delegation of performance of the duties of the assignor and its acceptance by the assignee constitutes a promise by him to perform those duties. This promise is enforceable by either the assignor or the other party to the original contract .

(5) The other party may treat any assignment which delegates performance as creating reasonable grounds for insecurity and may without prejudice to his rights against the assignor demand assurances from the assignee (Section 2-609 ).

• Practical Law

Assignment of contractual rights

Get full access to this document with a free trial.

Try free and see for yourself how Practical Law resources can improve productivity, efficiency and response times.

About Practical Law

This document is from Thomson Reuters Practical Law, the legal know-how that goes beyond primary law and traditional legal research to give lawyers a better starting point. We provide standard documents, checklists, legal updates, how-to guides, and more.

650+ full-time experienced lawyer editors globally create and maintain timely, reliable and accurate resources across all major practice areas.

83% of customers are highly satisfied with Practical Law and would recommend to a colleague.

81% of customers agree that Practical Law saves them time.

Online ordering is currently unavailable due to technical issues. We apologise for any delays responding to customers while we resolve this. For further updates please visit our website: https://www.cambridge.org/news-and-insights/technical-incident Due to planned maintenance there will be periods of time where the website may be unavailable. We apologise for any inconvenience.

We use cookies to distinguish you from other users and to provide you with a better experience on our websites. Close this message to accept cookies or find out how to manage your cookie settings .

Login Alert

• > Journals
• > The Cambridge Law Journal
• > Volume 42 Issue 2
• > Restrictions on the Assignment of Contractual Rights

Article contents

Restrictions on the assignment of contractual rights.

Published online by Cambridge University Press:  16 January 2009

Over a hundred years have passed since the Judicature Acts rationalised the law relating to the assignment of choses in action and made it easier for an assignee to enforce his rights. Nowadays the assignability of contractual rights is important in both business and consumer affairs, since credit is commonly obtained on the security of insurance policies, hire-purchase contracts, and traders' and builders' book debts. Yet although the Judicature Acts facilitated these developments they did not deal with the possibility that a contract may expressly prohibit or restrict the assignment of rights arising under it. Many standard form contracts now incorporate a clause to this effect. Where an assignment is made in contravention of such a clause, does the transaction have no effect? If this is the case, non-assignment clauses would seem to pose a serious threat to current lending practices. The courts have had to consider this question in a number of cases and the result is a confusing array of Conflicting views.

Access options

1 For a summary of the changes made, see Vaines , Crossley , The Law of Personal Property , 5th ed. , pp. 264 – 268 Google Scholar . The early law relating to assignments is described by Holdsworth in “The History of the Treatment of Choses in Action by the Common Law” (1920) 33 Harv.L.Rev. 997, and by S. J. Bailey in “Assignments of Debts in England from the Twelfth to the Twentieth Century” (1931) 47 L.Q.R. 516 and (1932) 48 L.Q.R. 248, 547.

2 Certain types of contractual rights are by their nature unassignable, but in this article it will be assumed that the rights concerned are normally assignable. For an account of rights which can never be assigned, see Halsbury's Laws of England, 4th ed. (1974), Vol. 6, paras. 79–88.

3 The practice of making block discounts of hire-purchase contracts is described in Goode's , R. M. Hire-Purchase Law and PracticeM , 2nd ed. , pp. 657 – 670 . As to the assignment of trade debts generally, see P. M. Biscoe, Law and Practice of Credit Factoring . Google Scholar

4 See, e.g. , cl. 3 of the I.C.E. Conditions, 5th ed.; cl. 17 of the J.C.T. Standard Form of Building Contract (July 1977, rev.); and cl. 15 of the General Conditions of Government Contracts for Building and Civil Engineering Minor Works (January 1980).

5 Per Darling , J. in Tom Shaw & Co. v. Moss Empires ( Ltd. ) ( 1908 ) 25 T.L.R. 190, 191. Google Scholar

6 Per Salmond , J. in Hodder & Tolley Ltd. v. Cornes [923] N.Z.L.R. 876, 878. Google Scholar

7 Per Croom-Johnson , J. in Helstan Securities Ltd. v. Hertfordshire County Council [1978] 3 All E.R. 262, 266. Google Scholar

8 See Lord Greene M.R. in Davies v. Collins [1945] 1 All E.R. 247, 249.

9 Norman v. Federal Commissioner of Taxation (1963) 109 C.L.R. 9, 26.

10 Gorringe v. Irwell India Rubber Works (1887) 34 Ch.D. 128.

11 Walker v. Bradford Old Bank (1884) 12 Q.B.D. 511; Olsson v. Dyson (1969) 43 A.L.J.R. 77.

12 The seller will normally be liable for breach of the implied condition that he has the right to sell, under s.12 of the Sale of Goods Act 1979.

13 Collen v. Wright (1857) 8 E. & B. 647.

15 [1978] 3 All E.R. 262.

16 Cf. Chitty on Contracts , 25th ed. (1983), para. 1292 “If a person contracts to assign a right which (unknown to the other party) is by its terms incapable of assignment, there is no reason why an action for breach of this contract should not lie …” It is, of course, possible for the assignor to give an express undertaking to pass a good title to the debt. For an example, see Biscoe, op. cit. , p. 190, cl. 9(a)(v).

17 (1908) 25 T.L.R. 190.

18 [1961] 2 All E.R. 498.

19 At pp. 501 and 503 respectively.

20 See Re Wallis [1902] 1 K.B. 719; Re Anderson [1911] 1 K.B. 896.

21 [1899] 1 Ch. 408.

22 (1907) 4 C.L.R. 1049.

23 [1919] 2 Ch. 104.

24 in Re Griffin and Re Westerton the courts made no mention of the clause, while in Anning v. Anning only Isaacs J. referred to it, and he simply stated that it was no bar to the assignee's claim.

25 (1889) 40 Ch.D. 5.

26 Cf. the American case of Oleska v. Kotur , 48 N.E. 2d 88 (1943).

27 There may, of course, be other grounds on which the trustee in bankruptcy or liquidator may be entitled to upset the assignment, e.g. , because it formed part of a general assignment of book debts which was not registered, or it was in the assignor's reputed ownership.

28 Cf. the American case of Mclaughlin v. New England Telephone Co. , 188 N.E. 2d 552 (1963).

29 [1923] N.Z.L.R. 876.

30 [1932] N.Z.L.R. 1332.

31 Hodder & Tolley Lid. v. Cornes at p. 878.

32 Holt v. Heatherfield Trust Ltd . [1942] 1 All E.R. 404, 412.

33 Badeley v. Consolidated Bank (1888) 38 Ch.D. 238.

34 See, e.g., Portuguese-American Bank of San Francisco v. Welles , 37 S.Ct. 3 (1916); Staples v. City of Somerville , 57 N.E. 380 (1900).

35 41 N.E. 572 (1895).

36 57 S.Ct. 531 (1937).

37 (1823) 3 Russ. 1.

38 See Re Dallas [1904] 2 Ch. 385.

39 Per Buckley J. in Re Dallas, supra , at p. 396.

40 Hill v. Peters [1918] 2 Ch. 273.

41 B. S. Lyle, Ltd. v. Rosher [1958] 3 All E.R. 597.

42 Cf. D. W. McLauchlan, “Priorities—Equitable Tracing Rights and Assignment of Book Debts” (1980) 96 L.O.R. 90.

43 Holroyd v. Marshall (1862) 10 H.L.C. 191, 209; Tailby v. Official Receiver (1888) 13 App.Cas. 523.

44 See James v. Smith [1891] 1 Ch. 384 where, however, the claim failed for lack of any memorandum in writing.

45 See Corbin on Contracts , Vol. 4, p. 497: “Even though the prohibited assignment is held inoperative to create any enforceable right in the assignee that the obligor shall pay the assignee, the assignment transaction may be operative as between the assignor and the assignee, making it the duty of the former to hold in trust any amount that he receives from the obligor” ( citing Staples v. Somerville , 57 N.E. 380 (1900)). See also Martin v. National Surety Co. , 57 S.Ct. 531 (1937). Where there is no prohibition on assignment and the obligor pays the assignor it seems that the assignor holds the money on trust for the assignee: see G. E. Crane Sales Pty. Ltd. v. Commissioner of Taxation (1971) 46 A.L.J.R. 15.

46 See R. M. Goode, “The Right to Trace and its Impact in Commercial Transactions” (1976) 92 L.Q.R. 360, 528.

47 Choses in action are expressly excluded from the definition of “personal chattels” for the purposes of these Acts: s.4 of the 1878 Act.

48 s.4 of the 1878 Act.

49 ss.8 and 9 of the 1882 Act.

50 s.8 of the 1878 Act.

51 (1878)3 Q.B.D. 569, 581.

52 Re Cousins (1885) 30 Ch.D. 203.

53 Carter v. Hyde (1923) 33 C.L.R. 115; Griffith v. Pelton [1958] Ch. 205, 225.

54 [1955] 2 All E.R. 557. a Note, however, that the Court of Appeal subsequently decided in Wickham Holdings Ltd. v. Brooke House Motors Ltd. [1967] 1 All E.R. 117 that an owner of goods let out on hirepurchase can never recover more than the amount outstanding under the agreement, since this represents his maximum loss. A non-assignment clause is therefore now irrelevant for the purposes of measuring damages in such a situation.

56 [1978] 3 All E.R. 262.

57 From Tom Shaw & Co. v. Moss Empires (Ltd.) (1908) 25 T.L.R. 190 and Hodder & Tolley Ltd. v. Cornes [1923] N.Z.L.R. 876.

58 (1887) 22 L.R. Ir. 68.

59 177 N.E. 702, 704 (1931), per Orr J. Cf. Attwood & Reid Ltd. v. Stephens [1932] N.Z.L.R. 1332.

60 Other American cases have held that attempts to prohibit the assignment of a claim under an insurance policy are void if the assignment is made after the event insured against has occurred. See, e.g., Ocean Accident & Guarantee Corp. v. S.W. Bell Telephone Co. , 100 F. 2d 441 (1939).

61 258 N.Y.S. 254, 261 (1932).

62 For an account of the rule against restraints on alienations, see Charles Sweet, “Restraints on Alienation” (1917) 33 L.Q.R. 236, and Glanville Williams, “The Doctrine of Repugnancy” (1943) 59 L.Q.R. 343.

63 See Arthur L. Corbin, “Assignment of Contract Rights” (1926) U. of Pa.L.Rev. 207; Edwin C. Goddard, “Non-assignment Provisions in Land Contracts” (1932) 31 Mich.L.Rev. 1; R. J. K., “Assignment of Money Claims” (1932) 31 Mich.L.Rev. 236; Garrard Glenn, “The Assignment of Choses in Action: Rights of Bona Fide Purchaser” (1933) 20 Virginia L.Rev. 621; Grover C. Grismore, “Effect of a Restriction on Assignment in a Contract” (1933) 31 Mich.L.Rev. 299; Grant Gilmore, “The Commercial Doctrine of Good Faith Purchase” (1954) 63 Yale L.J. 1057, 1118; Merrill I. Schnebly, “Restraints upon the Alienation of Legal Interests” (1935) 44 Yale L.J. 961; Grant Gilmore, Security Interests in Personal Property , Vol. 1,210–228.

64 See Restatement of Contracts, s.151; Corbin on Contracts, s.873; Williston on Contracts , 3rd ed., s.422.

65 Cf. Grover C. Grismore, “Effect of a Restriction on Assignment in a Contract” (1933) 31 Mich.L.Rev. 299; R. M. Goode (1979) 42 M.L.R. 553, 554.

66 Cf. the position in respect of exemption clauses. Where a non-assignment clause is introduced by the obligor, the contra proferentum rule will lead to a restrictive interpretation.

67 Grant Gilmore, “The Commercial Doctrine of Good Faith Purchase” (1954) 63 Yale L.J. 1057, 1118.

68 258 N.Y.S. 254 (1932).

69 The Uniform Commercial Code provides that “Unless the circumstances indicate the contrary a prohibition of assignment of ‘the contract’ is to be construed as barring only delegation to the assignee of the assignor's performance” (Art. 2–210(3), 1978 text).

70 See, e.g., Trubowitch v. Riverbank Canning Co. , 182 P. 2d 182, 185 (1947).

71 See, e.g., Francis v. Ferguson , 159 N.E. 416 (1927).

72 See, e.g., Inter-Southern Life Insurance Co. v. Humphrey , 84 S. 625 (1919); Aetna Insurance Co. v. Smith , 78 S. 289 (1918).

73 See, e.g., Dixon-Reo Co. v. Horton Motor Co. , 191 N.W. 780 (1922).

74 Allhusen v. Caristo Const. Corp. , 103 N.E. 2d 891 (1952). The Tentative Draft (No. 3) of the Restatement, Second, Contracts provides in s.154 that a contractual prohibition of assignment is to be construed, unless a different intention is manifested, (a) to bar only the delegation to an assignee of the performance by the assignor of a duty or condition; (b) not to forbid assignment of a right to damages for breach of the whole contract or a right arising out of the assignor's due performance of his entire obligations; (c) to give the obligor a right to damages in the event of an assignment but not to render the assignment ineffective.

75 [1914] 1 K.B. 244.

76 This case was concerned with the damages payable by the assignee to the owner of the goods. The restrictive interpretation of the clause led to a decision that the assignee was only liable for the amount outstanding under the agreement, not the full value of the goods. However, according to the later Court of Appeal decision in Wickham Holdings Ltd. v. Brooke House Motors Ltd. (1967] 1 All E.R. 117, the owner can never recover more than the amount outstanding, regardless of any non-assignment clause.

77 Ken v. Hastings Mutual Insurance Co. (1877) 41 U.C.Q.B. 217.

78 [1978] 3 All E.R. 262.

79 William Brandt's Sons & Co. v. Dunlop Rubber Co. [1905] A.C. 454.

80 An exception exists in the case of an absolute assignment of an equitable chose, in respect of which an assignee may sue in his own name without joining the assignor. See Halsbury's Laws of England , 4th ed., Vol. 6, para. 69.

81 The ambiguity of certain standard form non-assignment clauses is revealed by other commentators: see Keating, Building Contracts , 4th ed. (1978), p. 331; Hudson's Building and Engineering Contracts , 10th ed. (1970), pp. 734–735; Walker-Smith and Close, The Standard Forms of Building Contract , p. 63.

82 Cf. defendant counsel's argument in Re Griffin [1899] 1 Ch. 408.

83 This is clear from the principle that an attempted assignment of a chose in action which fails is not to be treated as a declaration of trust: Antrobus v. Smith (1806) 12 Ves. 39; Searle v. Law (1846) 15 Sim. 95.

84 (1889) 40 Ch.D. 5.

85 Vandepitte v. Preferred Ace. Ins. Corp. of N.Y. (1933] A.C. 70, 79.

86 Subject to what has been said earlier concerning the applicability of the Bills of Sale Acts: see the text to n. 48. For an example of an express trust in favour of the assignee, see Biscoe, op. cit., p. 188, cl. 5(d).

87 Gerard v. Lewis (1867) 2 C.P. 305.

88 For an example of such a power, see Biscoe, op. til., p. 193, cl. 16.

89 Brice v. Bannister (1878) 3 Q.B.D. 569.

90 It is said that a celebrated engineering action was brought and lost, at great expense to both parties, at the insistence of an assignee of the contract payments: see Abrahamson, Engineering Law and the I.C.E. Contracts , 4th ed. (1979), p. 39.

91 See Utermyer J. in Sacks v. Neptune Meter Co. , 258 N.Y.S. 254 (1932).

92 Uniform Commercial Code, Art. 9–318(3).

93 See “The Commercial Doctrine of Good Faith Purchase” (1954) 63 Yale L.J. 1057, 1119.

94 Security Interests in Personal Property , Vol. 1, 212–213.

This article has been cited by the following publications. This list is generated based on data provided by Crossref .

• Google Scholar

View all Google Scholar citations for this article.

Save article to Kindle

To save this article to your Kindle, first ensure [email protected] is added to your Approved Personal Document E-mail List under your Personal Document Settings on the Manage Your Content and Devices page of your Amazon account. Then enter the ‘name’ part of your Kindle email address below. Find out more about saving to your Kindle .

Note you can select to save to either the @free.kindle.com or @kindle.com variations. ‘@free.kindle.com’ emails are free but can only be saved to your device when it is connected to wi-fi. ‘@kindle.com’ emails can be delivered even when you are not connected to wi-fi, but note that service fees apply.

Find out more about the Kindle Personal Document Service.

• Volume 42, Issue 2
• Bob Allcock
• DOI: https://doi.org/10.1017/S0008197300113133

Save article to Dropbox

To save this article to your Dropbox account, please select one or more formats and confirm that you agree to abide by our usage policies. If this is the first time you used this feature, you will be asked to authorise Cambridge Core to connect with your Dropbox account. Find out more about saving content to Dropbox .

Save article to Google Drive

To save this article to your Google Drive account, please select one or more formats and confirm that you agree to abide by our usage policies. If this is the first time you used this feature, you will be asked to authorise Cambridge Core to connect with your Google Drive account. Find out more about saving content to Google Drive .

Reply to: Submit a response

- No HTML tags allowed - Web page URLs will display as text only - Lines and paragraphs break automatically - Attachments, images or tables are not permitted

Your details

Your email address will be used in order to notify you when your comment has been reviewed by the moderator and in case the author(s) of the article or the moderator need to contact you directly.

You have entered the maximum number of contributors

Conflicting interests.

Please list any fees and grants from, employment by, consultancy for, shared ownership in or any close relationship with, at any time over the preceding 36 months, any organisation whose interests may be affected by the publication of the response. Please also list any non-financial associations or interests (personal, professional, political, institutional, religious or other) that a reasonable reader would want to know about in relation to the submitted work. This pertains to all the authors of the piece, their spouses or partners.

End of the Year Sale: Get up to 35% Off on all our Plans.

Save time with our free contract templates

Marketing Proposal Template

Termination Letter Template

Contract Addendum Template

Divorce Settlement Agreement Template

Founders Agreement Template

Music Production Contract Template

Interior Design Contract Template

Shareholders Agreement Template

Car Lease Agreement Template

Investment Proposal Template

Vehicle Purchase Agreement Template

Software Proposal Template

Licensing Agreement Template

Investor Agreement Template

LLC Articles of Organization Template

Equipment Rental Agreement Template

Free Template for Last Will and Testament

Business Partnership Agreement

Home Repair Contract Template

Vendor Contract Template

Budget Proposal Template

Room Rental Agreement Template

Operating Agreement Template

Social Media Marketing Proposal Template

Profit Sharing Agreement

DJ Contract Template

Grant Proposal Template

Freelance Contract Template

Custody Agreement Template

Service Proposal Template

Show prospective clients you’re ahead of the curve. Download our free marketing proposal template to help you win more clients.

Show prospective clients you’re ahead of the curve. Download our free termination letter template to help you win more clients.

Show prospective clients you’re ahead of the curve. Download our free contract addendum template to help you win more clients.

Download our free divorce settlement agreement template to streamline the divorce process, making it less stressful and costly.

Show your co-founders you’re ahead of the curve. Download our free founders agreement template to start your business on the right foot.

Show prospective clients you’re ahead of the curve. Download our free music production contract template to help you win more clients.

Show prospective clients you’re ahead of the curve. Download our free interior design contract template to help you win more clients.

Show prospective shareholders you’re ahead of the curve. Download our free shareholders agreement template to help you manage shareholders.

Show prospective clients you’re ahead of the curve. Download our free car lease agreement template to help you win more clients.

Show prospective clients you’re ahead of the curve. Download our free investment proposal template to help you win more clients.

Show prospective clients you’re ahead of the curve. Download our free vehicle purchase agreement template to help you win more clients.

Show prospective clients you’re ahead of the curve. Download our free software proposal template to help you win more clients.

Show prospective clients you’re ahead of the curve. Download our free licensing agreement template to help you win more clients.

Considering investing in a company? Use this free investor agreement template to save money on attorney fees.

We’ve created a free LLC Articles of Organization template for download to establish limited liability. Download our template today.

Are you looking for an equipment rental agreement template? We’ve put together a free template for you to use. Download it today.

Are you drawing up a last will and testament? We’ve put together a free template for Last Will and Testament for you to use. Download it here.

We’ve created a free business partnership agreement template for download to help scale your operations. Download our template today.

Show prospective clients you’re ahead of the curve. Download our free home repair contract template to help you win more clients.

Show prospective clients you’re ahead of the curve. Download our free vendor contract template to help you win more clients.

Show prospective clients you’re ahead of the curve. Download our free budget proposal template to help you win more clients.

Show prospective clients you’re ahead of the curve. Download our free room rental agreement template to help you win more clients.

An operating agreement is one of the most critical steps businesses take before starting a new venture. Download your free template today.

Show prospective clients you’re ahead of the curve. Download our free social media marketing proposal template to help you win more clients.

We’ve created free profit sharing agreement templates for download to help scale your operations. Download our template today.

Show prospective clients you’re ahead of the curve. Download our free DJ contract template to help you win more clients.

Show prospective grantors you’re ahead of the curve. Download our free grant proposal template to help you win more grantors.

Show prospective clients you’re ahead of the curve. Download our free freelance contract template to help you win more clients.

This guide provides valuable insights and a free custody agreement template to help you easily navigate the process.

Show prospective clients you’re ahead of the curve. Download our free service proposal template to help you win more clients.

Reduce guesswork and speed up your signing process

• Reviewed by legal experts
• Ready to personalize and send
• Legally binding once signed

What's the anatomy of a contract agreement?

An offer is when a party promises a specific action or nonaction in the future to another party.

Consideration

Consideration is the value exchanged by each party when entering an agreement.

Acceptance is the unmistakable agreement to the terms of the offer.

Mutuality is the expectation that the promises exchanged by each party are either upheld or rejected by all parties.

What's a contract template?

Five reasons you need to be using contract templates, professionalism.

Accountability

Some questions you might be asking before making the switch.

• A party breaches the terms of the contract
• The agreement goes against public policy
• Consideration by a party is not given
• The contract depends on an impossible event
• There’s a material mistake in the conditions of the contract
• One or more parties didn’t have the capacity to enter the contract
• A false representation of facts have been committed

Create and share templates with teammates

© 2024 Signaturely

• Privacy Policy
• Terms and Conditions
• Cookie Statement

• Rays Designate Harold Ramirez For Assignment
• White Sox Open To Offers On Luis Robert, Garrett Crochet
• Jose Urquidy To Undergo Season-Ending Elbow Surgery
• Padres Showing Strong Interest In Garrett Crochet
• Keynan Middleton To Undergo Season-Ending Flexor Tendon Surgery
• Cristian Javier To Undergo Tommy John Surgery
• Hoops Rumors
• Pro Football Rumors
• Pro Hockey Rumors

MLB Trade Rumors

Tigers Designate Buddy Kennedy For Assignment, Release Keston Hiura

By Darragh McDonald | June 3, 2024 at 4:25pm CDT

The Tigers announced a series of roster moves today, selecting the contract of outfielder Justyn-Henry Malloy , which was reported on yesterday. To open a spot on the active roster, they optioned first baseman Spencer Torkelson , a move that was also previously reported . To open a 40-man spot for Malloy, infielder Buddy Kennedy was designated for assignment. The Tigers also released first baseman Keston Hiura , with Torkelson taking over as the regular first baseman for Triple-A Toledo. Evan Woodbery of MLive was among those to relay the Hiura news on X .

Kennedy, 25, was claimed off waivers from the Cardinals in February. He has spent most of this year on optional assignment, only stepping to the plate 13 times in the big leagues. In 163 plate appearances for the Mud Hens, he has drawn walks at a strong rate of 11.7% but produced a tepid line of .234/.331/.383. That translates to a wRC+ of 88, indicating he’s been 12% below league average.

The Tigers will now have a week to trade Kennedy or pass him through waivers. If the past year is any indication, he should have plenty of interest around the league. Kennedy spent most of his career with the Diamondbacks until he was designated for assignment in September of last year. He then bounced to the Athletics, Cardinals and Tigers via waiver claims in the next few months.

The interest is understandable when looking at Kennedy’s combination of plate discipline and positional versatility. He’s always drawn a fair amount of walks, taking a free pass 16.8% of the time with Arizona’s Triple-A club last year. He slashed .318/.444/.481 for Reno last year, a mark that led to a 133 wRC+ even in the hitter-friendly Pacific Coast League. He’s also spent time at all four infield spots, though just two innings at shortstop, and has appeared in left field as well.

He is in his final option year but could be stashed in the minors for the next few months by any club willing to give him a 40-man roster spot. The offense hasn’t been quite as impressive this year but it’s been a fairly small sample and he’s just a few months removed from being a popular waiver claim target. If he were to clear waivers, he has a previous career outright, which will give him the right to elect free agency rather than accept another outright assignment.

Hiura, 27, signed a minor league deal with the Tigers in the offseason and has been playing regularly for the Mud Hens. He has hit six home runs but also been punched out in 28.1% of his plate appearances. His .232/.312/.401 line translates to an 83 wRC+. That has generally been the formula with Hiura throughout his career. He has 50 major league home runs in 1,057 plate appearances but also has a massive 36% strikeout rate in the big leagues.

With Torkelson now taking over the first base gig for Toledo, Hiura will return to the open market and see what opportunities are out there for him. He hasn’t been in especially good form this year but the power potential is always intriguing.

26 Comments

That’s a little bit surprising considering Buddy did well in his cup of coffee with the Tigers this year and how Easton Lucas has a 10.80 ERA in AAA after being claimed.

Agreed. I kind of liked Buddy Kennedy in that brief time, but I can see why he’s the odd man out with Ibanez and McKinstry taking up the infield utility spots. McKinstry can play SS, which allows him to keep his job when Baez is your everyday SS.

Easton Lucas is a Chops Licker.

I’m sure he’s a fine fellow from a nice college, but he flips a wee lollipop up there. Every on-deck hitter licks his chops in anticipation of that wee lollipop.

Feel free to watch him toss (not a salad).

The organization probably believes in Ryan Vilade a bit more. Vilade also did as ok as one could in 3 games, and is eating up AAA pitching making Buddy a bit expendable for the 40-man spot, compared to Lucas who I assume the org wants to see a bit more out of.

Buddy was OK. Also, a little surprised Hiura didn’t pan out.

I suspect both will find landing spots. I kinda hope Kennedy clears and the Tigers can keep him. I think he’s better than Zack Short was.

Brewers fans arent surprised Hiura didnt pan out, as disappointing as that might be. He’s had more than his fair share of shots, I wonder how many more he will get.

Huira has a career OPS of 771. That’s career not his best year not his worst his career.

More chances than Earl Weavers first wife@

Nice, a Mike Cuellar reference.

he’s another juiced ball merchant.

I think what I like the most about this is JHM finally getting his shot so my Twitter will finally shut up about it! Haha

Keston is who he is at this point. Maybe you get some home runs but youll get a crazy amount of Ks in between them.

Once WAS releases Joey Gallo he, Hiura, and Mike Ford can start their own beer league. Rowdy Tellez and Daniel Vogelbach can join them later once they’re inevitably DFAd.

Jay Buhner and Pete Inclivia want to play too!

Mike Ilitch had a place for guys like these 3, and I don’t mean the Rob Deer Tigers.

He owned the Detroit Caesars, a member of a pro slo-pitch softball league. Norm Cash and Jim Northrup played. They were not standouts.

The big brutes in that league looked exactly like 2 of these 3 beer leaguers. The time may never come to resurrect that league but if so I’m giving a tryout to each of these swingers.

I’m sanguine on the Tiger’s chances of making the playoffs, but at least they’re getting some prospects a shot. I have more reasons to watch.

JHM should be in the lineup tonight and Skubal is pitching. Should be worth my time.

Perez is holding his own in the bigs. He played a big role in yesterday’s comeback win over the Red Sox. Colt Keith is not burning it up, but he’s learning….and worth following.

At least we don’t have to watch Tork and Meadows flail away at center cut fastballs for now.

I think Perez should be in the ROY conversation. It’s a little early for that discussion, but I think he’s got a shot.

The bad thing about them choking this year is that they are wasting their window of contention. Mize is here. Skubal, Greene. Even KC. This is when they should be competing. Unfortunately, every game played is a game closer to losing them to free agency.

They are letting the young guys play. By doing that they see who will be a part of the next competitive team. Meadows and Tork didn’t play well and got sent down, which creates ops for Perez to shine and Malloy to finally get his shot. Keith has turned it around, Greene is a building block and others are on the way like Jung.

They told us at the start of the year that this is what they were doing. If they are patient maybe they get a system like TB or Houston where they can bring the next man up from the minors and fill in around the edges.

They aren’t out of it. I’m glad they are showing patience and not signing or trading for quick fix, poor fit players like Baez or Zimmerman.

Colt Keith is starting to come on strong. Last 15 games hitting .300 with an OPS of .833 and a K rate under 25%. He’s just 22 so it isn’t surprising he was overmatched until he started figuring it out.

Most underrated stadium in MLB.

You mean the stadium where everyone moved on from Miggy so fast? Good to see you have new material.

I’m out of here.

I wouldn’t mind The Cubs taking a crack at fixing Keston Hiura.

I remember when….. Fans expected the front office guys to put a viable team on the field….like….every year. None of this about competitive windows or the core, building blocks or the next competitive team…. Front offices were expected to make moves to improve the team THIS YEAR….not some fantasy future…. You guys are BUMMING ME OUT.

The Ivy League has nothing on the Beer League here…..

Hire the Superfife Build a winner Build a dynasty!

Lassie, the Border Collie, approved this message.

Major league tryouts in Detroit, and you have to keep weeding. You can probably start to say they are a .500 team now, but the Central is playing way above that now. I still believe the hitting problems this year are the result of the baseballs being dead.

I also consider it cheating. If it stays the same then alright, let the finacial chips fall where they do. It’s starting to feel like a dirty business. The hitting numbers are down and it’s a good way down from the averages. After 2019 hitters got some mighty big contracts then went bust. This year they will and are being punished. Baseball wont admit they did something to the baseballs, but we can see it. Cheating stinks.

Are you rambling about

Leave a Reply Cancel reply

Please login to leave a reply.

Log in Register

• Feeds by Team
• Commenting Policy
• Privacy Policy

MLB Trade Rumors is not affiliated with Major League Baseball, MLB or MLB.com

Username or Email Address

Remember Me

MLB Transactions

• Terms of Use
• Privacy Policy
• Interest-Based Ads

An official website of the United States government

Here's how you know

Official websites use .gov A .gov website belongs to an official government organization in the United States.

Secure .gov websites use HTTPS A lock ( Lock Locked padlock ) or https:// means you’ve safely connected to the .gov website. Share sensitive information only on official, secure websites.

Suspended Counterparty Program

FHFA established the Suspended Counterparty Program to help address the risk to Fannie Mae, Freddie Mac, and the Federal Home Loan Banks (“the regulated entities”) presented by individuals and entities with a history of fraud or other financial misconduct. Under this program, FHFA may issue orders suspending an individual or entity from doing business with the regulated entities.

FHFA maintains a list at this page of each person that is currently suspended under the Suspended Counterparty Program.

This page was last updated on 03/26/2024

Your browser is ancient! Upgrade to a different browser or install Google Chrome Frame to experience this site.

International Brotherhood of Teamsters

Press releases, steamship authority teamsters demand fair contract, improved schedules.

As Summer Kicks Off, Ferry Workers Sound the Alarm Over Working Conditions

Press Contact: Matt McQuaid  Phone: (202) 624-6877 Email: [email protected]

(HYANNIS, Mass.) – The following is a statement from Teamsters Local 59 President and Business Representative Jeff Sharp regarding ongoing contract negotiations with the Steamship Authority:

“For months, Local 59 has been engaging with the Steamship Authority to negotiate new collective bargaining agreements for the hundreds of Teamsters working in and on the vessels.

“The primary concern of Steamship Authority workers has been their scheduling. The licensed deck officers—also known as captains and pilots—are required to work 18 hours within a 24-hour period. With often only having six hours off the clock, it has been extremely difficult to attract new hires and maintain current staffing levels.

“Working beyond 18 hours in a 24-hour period poses a serious safety threat to workers and passengers alike. Industry standard for maritime workers is a 12-hour limit during a 24-hour period, but the Coast Guard granted the Steamship Authority an exemption more than two decades ago that allows them to work more hours.

“The exemption was initially intended to be temporary and now needs obvious updating.

“With the current contract set to expire on July 26, 2024, Steamship Authority Teamsters are urging their employer to negotiate a fair contract with reasonable scheduling that allows for a work-life balance, which would benefit the workers, community, and employer alike.

“It’s time for the Steamship Authority to make a serious proposal that addresses workers’ concerns because it is abundantly clear that the current staffing levels and scheduling are not working for anyone.”

Since 1933, Teamsters Local 59 has served workers in wide range of trades throughout Greater New Bedford, Cape Cod, and the Islands. For more information, visit teamsters59.org .

• Share on Facebook
• Share on Twitter
• Share via email Email