Assignment of Contract Rights: Everything You Need to Know
The assignment of contract rights happens when one party assigns the obligations and rights of their part of a legal agreement to a different party. 3 min read
2. How Do Contract Assignments Work?
3. Are Assignments Always Enforced?
4. Basic Rights of Contract Assignments
5. Why Use Contract Assignments?
The assignment of contract rights happens when one party assigns the obligations and rights of their part of a legal agreement to a different party.
What Is an Assignment of Contract?
The party that currently holds rights and obligations in an existing contract is called the assignor and the party that is taking over that position in the contract is called the assignee. When assignment of contract takes place, the assignor usually wants to hand all of their duties over to a new individual or company, but the assignee needs to be fully aware of what they're taking on.
Only tangible things like property and contract rights can be transferred or assigned. Most contracts allow for assignment or transfer of contract rights, but some will include a clause specifying that transfers are not permitted.
If the contract does allow for assignments, the assignor isn't required to have the agreement of the other party in the contract but may transfer their rights whenever they want. Contract assignment does not affect the rights and responsibilities of either party involved in the contract. Just because rights are assigned or transferred doesn't mean that the duties of the contract no longer need to be carried out.
Even after the assignor transfers their rights to another, they still remain liable if any issues arise unless otherwise noted in an agreement with the other party.
The purpose for the assignment of contract rights is to change the contractual relationship, or privity, between two parties by replacing one party with a new party.
How Do Contract Assignments Work?
Contract assignments are handled differently depending on certain aspects of the agreement and other factors. The language of the original contract plays a huge role because some agreements include clauses that don't allow for the assignment of contract rights or that require the consent of the other party before assignment can occur.
For example, if Susan has a contract with a local pharmacy to deliver her prescriptions each month and the pharmacy changes ownership, the new pharmacy can have Susan's contract assigned to them. As long as Susan continues to receive her medicine when she needs it, the contract continues on, but now Susan has an agreement with a new party.
Some contracts specify that the liability of the agreement lies with the original parties, even if assignment of contract takes place. This happens when the assignor guarantees that the assignee will continue to perform the duties required in the contract. That guarantee makes the assignor liable.
Are Assignments Always Enforced?
Assignments of contract rights are usually enforceable, but will not be under these circumstances:
- Assignment is prohibited in the contract language, which is called an anti-assignment clause.
- Assignment of rights changes the foundational terms of the agreement.
- The assignment is illegal in some way.
If assignment of contract takes place, but the contract actually prohibits it, the assignment will automatically be voided.
When a transfer of contract rights will somehow change the basics of the contract, assignment cannot happen. For instance, if risks are increased, value is decreased, or the ability for performance is affected, the assignment will probably not be enforced by the court.
Basic Rights of Contract Assignments
Most contracts allow for assignments, but you'll want to double check a contract before signing if this is something you anticipate happening during the lifespan of your agreement. Contract law does impose strict rules and regulations regarding the assignment of contract rights, so it's important to be sure that any transfers of rights are fully legal before acting on them.
Any business agreements should always outline provisions for contract assignments and be well-drafted to be sure that the agreement is effective and enforceable.
Why Use Contract Assignments?
When an assignor hands over their contracts rights to an assignee, they are signing away their obligation to perform and putting that obligation on a new party. The other party involved in the contract should see no difference in how the agreement plays out. If performance is negatively affected by the assignment of rights, something is wrong.
If a party in a contract can no longer perform their duties, it is better to assign their contractual rights to a party who can carry out the duties rather than breach contract.
If you need help with the assignment of contract rights, you can post your legal need 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.