Also known as: assignment of contract · assign the contract · assigning the contract · assigned the contract · contract assignment · assignment
Written by attorneys · grounded in primary & secondary sources — see below
A conveyance by which an obligee transfers its rights under a contract to a third party and often shifts its duties to perform to that same party. The transfer occurs when the obligee manifests an intention to make the transfer without needing further action. No particular formalities are required unless the underlying right or duty is subject to a specific statutory or contractual restriction.
Albert Allen holds a license to cross undeveloped land owned by a neighbor. Without any writing or ceremony, Albert tells Amelia Amari she may use the same path for her own access needs. Amelia begins crossing the land the next day and the neighbor raises no objection. The assignment takes effect immediately because no formalities are required.
Apex Dynamics holds a right to receive $50,000 from Arcadia Retail under a supply contract. Apex tells Alliance Holdings over the telephone that it is transferring the right to receive the money. Alliance then notifies Arcadia of the change. Arcadia pays Alliance directly and Apex has no further claim because the oral manifestation completed the assignment.
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Anthony Arnold assigns his rights under an insurance policy to Antonio Alvarado after a covered loss occurs. The insurer refuses to pay Alvarado, claiming the assignment is invalid. The court holds that the assignment of the matured claim for damages is effective even though the policy itself contained restrictions on assignment before loss.
Apollo Energy assigns its exclusive distribution contract with a manufacturer to Ariana Azizi. The manufacturer objects that the assignee is a competitor. The court determines that the assignment of the contract is ineffective because the original agreement contained an implied promise that the distributor would not assign to a direct competitor.
Adam Anderson assigns his rights and delegates his duties under a consulting contract to Amelia Amari. The client then repudiates the contract before performance is due. Amari may sue immediately for anticipatory breach because the assignment transferred the right to enforce the client's promise.
Alliance Holdings assigns its rights under a land-sale contract to Apex Dynamics. The original contract contains a merger clause. The court must decide whether parol evidence of an earlier oral assignment agreement is admissible despite the clause.
No formal writing is required unless a statute or the contract itself imposes that requirement. An oral manifestation of intent to transfer the right is sufficient in most cases.
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The assignment typically includes a delegation of duties. The assignor remains liable to the obligee unless the obligee agrees to a novation releasing the assignor.
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Yes. A party may assign the right to receive payment without delegating performance duties, as when a contractor assigns receivables to a lender as security.
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Yes. A contractual prohibition on assignment does not prevent transfer of a right to damages for breach of the entire contract or a right arising from full performance.
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…holding that the complainants had failed to establish their right to specific performance, and dismissing their bill. The assignment of error is to this action of the court. W. O. Lucy, a lumberman and farmer, thus testified in substance: He had known Zehmer for fifteen or twenty years and had been familiar with the…