assignment as a legal term

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.

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The Law Dictionary

Your Free Online Legal Dictionary • Featuring Black’s Law Dictionary, 2nd Ed.

ASSIGNMENT Definition & Legal Meaning

Definition & citations:.

In contracts. 1. The act by which one person transfers to another, or causes to vest in that other, the whole of the right, interest, or property which he has in any realty or personalty, in possession or in action, or any share, interest, or subsidiary estate therein. Seventh Nat. Bank v. Iron Co. (C. C.) 35 Fed. 440; Haug v. Riley, 101 Ga. 372, 29 S. E. 44, 40 L It A. 244. More particularly, a written transfer of property, as distinguished from a transfer by mere delivery. 2. In a narrower sense, the transfer or making over of the estate, right, or title which one has in lands and tenements; and, in an especially technical sense, the transfer of the unexpired residue of a term or estate for life or years. Assignment does not include testamentary transfers. The idea of an assignment is essentially that of a transfer by one existing party to another existing party of some species of property or valuable interest, except in the case of an executor. Ilight v. Sackett, 34 N. Y. 447. 3. A transfer or making over by a debtor of all his property and effects to one or more assignees in trust for the benefit of his creditors. 2 Story, Eq. Jur.

This article contains general legal information but does not constitute professional legal advice for your particular situation. The Law Dictionary is not a law firm, and this page does not create an attorney-client or legal adviser relationship. If you have specific questions, please consult a qualified attorney licensed in your jurisdiction.

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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.

Find more Legal Forms and Templates

by Belle Wong, J.D.

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

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.

Person presenting documents to another person who is signing them

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.

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Legal Dictionary

Assignment is a legal definition that refers to the transfer of rights, property, or other benefits between two parties. The party allocating the rights is known as the “assignor”, while the one receiving them is called the “assignee”. The other original party to the contract is known as the “ obligor ”.

A burden, duty, or detriment cannot be transferred as an assignment without the agreement of the assignee . Furthermore, the assignment can be carried out as a gift, or it may be paid for with a contractual consideration .

Keep reading to learn how this important legal term is used both in contract and property law and to see relevant examples.

Assignment Examples

A common example of assignment within property law can be seen in rental agreements between landlords and tenants. For example, a tenant may be renting from a landlord but wants another party to take over the property . In this scenario, the tenant may be able to choose between assigning the lease to a new tenant or subleasing it.

If assigning it, the new tenant will be given the entire balance of the term, with no reversion to anyone else being possible. In other words, the new tenant would have a legal relationship with the landlord. On the other hand, if subleasing the property, the new tenant would be given a limited term and no legal responsibility towards the property owner, only towards the original tenant.

Another example of assignment can be seen within contract law . Let’s say that a school hires a piano teacher for a monthly employment contract with a salary of $2000 per month. As long as there is consent from all parties, the teacher could assign their contract to another qualified piano instructor.

This would be an assignment both of the piano teacher’s rights to receive $2000 per month, and a delegation of their duty to teach piano lessons. This illustrates the fact that under contract law, assignment always includes a transfer of both rights and duties between the parties. If a breach of contract is made by either party, for example for defective performance, then the new teacher or the school can sue each other accordingly.

Legal Requirements for Assignment

For an assignment to be legally valid, it must meet certain requirements . If these are not met, a trial court can determine that the transfer of rights did not occur. The legal requirements for assignment are as follows:

All parties must consent and be legally capable to carry out the assignment.
The objects, rights, or benefits being transferred must be legal.
The assignment is not against public policy or illegal.
Some type of consideration is included if necessary.
The contract in question must already be in place and doesn’t prohibit assignment.
If a duty is being transferred, and it requires a rare genius or skill, then it cannot be delegated.
The assignment doesn’t significantly change the expected outcome of a contract.
Assignment Steps

To successfully assign a contract, certain steps must be followed to ensure the process is legally valid. The necessary assignment steps are listed below:

Ensuring there is no anti-assignment clause in the contract.
Executing the assignment by transferring the obligations and rights to a third party.
Notifying the obligor of the transfer, which in turn relieves the assignor of any liability.
Avoiding Assignment

In certain situations, one of the two parties may not want to allow their counterpart to assign the contract. This can be prevented by setting anti-assignment clauses in the original contract. An example of this is making it necessary for prior written consent to be attained from the other parties before the assignment is approved. Nevertheless, an anti-assignment clause cannot be included in an assignment that was issued or ordered by a court.

Assignment vs. Novation

Novation occurs when a party would like to transfer both the benefits and burden of a contract to another party. This is similar to assignment in the sense that the benefits are transferred, but in this case, the burden is also passed on. When novation is finalized, the original contract is deleted and a new one is created, in which a third party becomes responsible for all the obligations and rights of the original contract.

Assignment vs. Delegation

Although delegation and assignment are similar in purpose, they are two different concepts. Delegation refers to transferring the obligation to a third party without an assignment contract . While in assignment an entire contract and its rights and benefits can be passed on, in delegation only a particular contractual task or activity is transferred.

Let’s look at an example . Lisa is a homeowner that wants to hire Michael with an independent contractor agreement to remodel her garage. He plans to do all the work himself, but he’s not a painter, so he wants to delegate the painting work to his friend Valentina.

In this example, the contract is between Lisa, the obligor, and Michael, the delegator. Valentina would then be known as a delegatee, she doesn’t assume responsibility for the contract nor does she receive the contractual benefits, which in this case would be monetary compensation. However, Michael may have a separate agreement with Valentina to pay her in return for her work.

It’s also important to note that some duties are so specific in nature that it’s not possible to delegate them. In addition, if a party wants to avoid delegation , it’s recommended to add a clause to prevent the other party from delegating their duties.

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Assignment Law: Everything You Need to Know

In legal terms, the meaning of an assignment is a contractual obligation to transfer a property title or right from one party to another. 3 min read updated on February 01, 2023

The term assignment law is used in the law of real estate and in the law of contracts. In both instances, it relates to the transfer of rights held by one party (the assignor) to another party (the assignee).

Assignment Law

In legal terms, the meaning of an assignment is a contractual obligation to transfer a property title or right from one party to another. Generally, the assignment is transferred based on an entire interest in the property, chattel, estate, or other item assigned.

A grant is different from an assignment in that an assignment refers to the right to transfer the property. This is considered an intangible right. On the other hand, the grant is concerned about the physical transfer of property. This is a tangible right. For example, a payee can assign their rights to collect a note payment to a bank.

The terms of the contract must be analyzed to determine if the right of assignment is prohibited. For example, a property owner may allow a lease to be assigned, ordinarily along with an assumption agreement, where the new tenant is now responsible for the payments and duties of the lease.

The holder of a trademark may transfer it, either by giving or selling their interest in the trademark to another party. This is referred to as an assignment. The party that receives the benefit is called the assignee. Once transferred, the assignee has the ability to exclude others from using their trademark.

In order for the assignment to be enforceable, it must be in writing and have the goodwill of the company attached to the mark. For an assignment to be effective, it must contain the fundamental aspects of a contract, such as:

Parties with legal capacity
Legality of object
Consideration consent

A contract assignment occurs when a party assigns their contractual rights to a third party. The benefit 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. Essentially, 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.

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

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 that they cannot be delegated. Adding a clause in the contract to prevent a party from delegating their responsibilities and duties is highly recommended.

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.

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Legal Assignment
Assignment Contract Law
Assignment of Rights and Obligations Under a Contract
Assignment of Rights Example
Assignment Legal Definition
What Is the Definition of Assigns
Consent to Assignment
Assignment Of Contracts
Delegation vs Assignment
Assignment of Contract Rights

Assignment of Contract

Jump to section, what is an assignment of contract.

An assignment of contract is a legal term that describes the process that occurs when the original party (assignor) transfers their rights and obligations under their contract to a third party (assignee). When an assignment of contract happens, the original party is relieved of their contractual duties, and their role is replaced by the approved incoming party.

How Does Assignment of Contract Work?

An assignment of contract is simpler than you might think.

The process starts with an existing contract party who wishes to transfer their contractual obligations to a new party.

When this occurs, the existing contract party must first confirm that an assignment of contract is permissible under the legally binding agreement . Some contracts prohibit assignments of contract altogether, and some require the other parties of the agreement to agree to the transfer. However, the general rule is that contracts are freely assignable unless there is an explicit provision that says otherwise.

In other cases, some contracts allow an assignment of contract without any formal notification to other contract parties. If this is the case, once the existing contract party decides to reassign his duties, he must create a “Letter of Assignment ” to notify any other contract signers of the change.

The Letter of Assignment must include details about who is to take over the contractual obligations of the exiting party and when the transfer will take place. If the assignment is valid, the assignor is not required to obtain the consent or signature of the other parties to the original contract for the valid assignment to take place.

Check out this article to learn more about how assigning a contract works.

Contract Assignment Examples

Contract assignments are great tools for contract parties to use when they wish to transfer their commitments to a third party. Here are some examples of contract assignments to help you better understand them:

Anna signs a contract with a local trash company that entitles her to have her trash picked up twice a week. A year later, the trash company transferred her contract to a new trash service provider. This contract assignment effectively makes Anna’s contract now with the new service provider.

Hasina enters a contract with a national phone company for cell phone service. The company goes into bankruptcy and needs to close its doors but decides to transfer all current contracts to another provider who agrees to honor the same rates and level of service. The contract assignment is completed, and Hasina now has a contract with the new phone company as a result.

Here is an article where you can find out more about contract assignments.

Assignment of Contract in Real Estate

Assignment of contract is also used in real estate to make money without going the well-known routes of buying and flipping houses. When real estate LLC investors use an assignment of contract, they can make money off properties without ever actually buying them by instead opting to transfer real estate contracts .

This process is called real estate wholesaling.

Real Estate Wholesaling

Real estate wholesaling consists of locating deals on houses that you don’t plan to buy but instead plan to enter a contract to reassign the house to another buyer and pocket the profit.

The process is simple: real estate wholesalers negotiate purchase contracts with sellers. Then, they present these contracts to buyers who pay them an assignment fee for transferring the contract.

This process works because a real estate purchase agreement does not come with the obligation to buy a property. Instead, it sets forth certain purchasing parameters that must be fulfilled by the buyer of the property. In a nutshell, whoever signs the purchase contract has the right to buy the property, but those rights can usually be transferred by means of an assignment of contract.

This means that as long as the buyer who’s involved in the assignment of contract agrees with the purchasing terms, they can legally take over the contract.

But how do real estate wholesalers find these properties?

It is easier than you might think. Here are a few examples of ways that wholesalers find cheap houses to turn a profit on:

Direct mailers
Place newspaper ads
Make posts in online forums
Social media posts

The key to finding the perfect home for an assignment of contract is to locate sellers that are looking to get rid of their properties quickly. This might be a family who is looking to relocate for a job opportunity or someone who needs to make repairs on a home but can’t afford it. Either way, the quicker the wholesaler can close the deal, the better.

Once a property is located, wholesalers immediately go to work getting the details ironed out about how the sale will work. Transparency is key when it comes to wholesaling. This means that when a wholesaler intends to use an assignment of contract to transfer the rights to another person, they are always upfront about during the preliminary phases of the sale.

In addition to this practice just being good business, it makes sure the process goes as smoothly as possible later down the line. Wholesalers are clear in their intent and make sure buyers know that the contract could be transferred to another buyer before the closing date arrives.

After their offer is accepted and warranties are determined, wholesalers move to complete a title search . Title searches ensure that sellers have the right to enter into a purchase agreement on the property. They do this by searching for any outstanding tax payments, liens , or other roadblocks that could prevent the sale from going through.

Wholesalers also often work with experienced real estate lawyers who ensure that all of the legal paperwork is forthcoming and will stand up in court. Lawyers can also assist in the contract negotiation process if needed but often don’t come in until the final stages.

If the title search comes back clear and the real estate lawyer gives the green light, the wholesaler will immediately move to locate an entity to transfer the rights to buy.

One of the most attractive advantages of real estate wholesaling is that very little money is needed to get started. The process of finding a seller, negotiating a price, and performing a title search is an extremely cheap process that almost anyone can do.

On the other hand, it is not always a positive experience. It can be hard for wholesalers to find sellers who will agree to sell their homes for less than the market value. Even when they do, there is always a chance that the transferred buyer will back out of the sale, which leaves wholesalers obligated to either purchase the property themselves or scramble to find a new person to complete an assignment of contract with.

Learn more about assignment of contract in real estate by checking out this article .

Who Handles Assignment of Contract?

The best person to handle an assignment of contract is an attorney. Since these are detailed legal documents that deal with thousands of dollars, it is never a bad idea to have a professional on your side. If you need help with an assignment of contract or signing a business contract , post a project on ContractsCounsel. There, you can connect with attorneys who know everything there is to know about assignment of contract amendment and can walk you through the whole process.

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Assignee is a person to whom a right is transferred by the person holding such rights under the transferred contract (the “assignor”). The act of transferring is referred to as “ assigning ” or “ assignment ” and is a concept found in both contract and property law.

Contract Law

Under contract law, when one party assigns a contract, the assignment represents both: (1) a transfer of rights; and (2) a delegation of duties . For example, if A contracts with B to teach B guitar for $50, A can assign this contract to C. Here, A has both: assigned A’s rights under the contract to receive the $50 to C, and delegated A’s duty to teach guitar to C. In this example, A is the “assignor” because he/she assigns the contract to C. A is also the “primary obligor ,” meaning he/she will still be liable to B if C fails to teach B guitar. C is the “assignee,” since C is the party to whom A transfers the contract. C is also the “secondary obligor,” since he/she must perform the obligations to B. B is the ultimate recipient of the duty under the assignment, and is the “ obligee .”

There are a few notable rules regarding assignments under contract law. First, if an individual has not yet secured the contract to perform duties to another, he/she cannot assign his/her future right to an assignee. That is, if A has not yet contracted with B to teach B guitar, A cannot assign his/her rights to C. Second, rights cannot be assigned when they materially change the obligor’s duty and rights. Third, the primary obligor can sue the assignee directly if the assignee does not perform the assigned duty. In guitar assignment example, if C does not teach B guitar, A can sue C for any liability that A incurs as a result of C’s failure to perform the assigned contract. Fourth, if the promised performance requires a rare genius or skill, then the primary obligor cannot assign the contract.

Lastly, a related concept is novation , which is when the secondary obligor substitutes and releases the primary obligor. If novation occurs, then the primary obligor’s duties are extinguished under the contract. However, novation requires the obligee’s consent . In the guitar example, if A, B, and C agree to novation, then A would not be liable if C fails to teach B guitar.

Property Law

Under property law, assignment typically arises in landlord-tenant situations. For example, A might be renting from landlord B but wants C, a new tenant, to take over the lease. In this scenario, A might be able to choose between assigning and subleasing the property to C. If assigning , A would be giving C the entire balance of the term, with no reversion to anyone. If subleasing , A would be giving C for a limited period of the remaining term. Significantly, under assignment, C would have privity of estate with the landlord, while under a sublease, C would not.

[Last updated in December of 2021 by the Wex Definitions Team ]

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Assignment meaning in law and legal documents

In legal terms, "assignment" refers to the transfer of rights or property from one party to another.

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What does assignment mean in legal documents?

An assignment in legal terms refers to the transfer of rights or property from one party to another. This concept is fundamental in contract law and extends to various aspects of both personal and commercial law. When an individual or business entity assigns their rights, they enable the recipient, known as the assignee, to step into their shoes and receive the benefits of the contract or agreement. It is important to note that while rights can be assigned, the assignor's obligations under the contract cannot be transferred without the consent of the other contracting party.

The scope of an assignment can vary greatly depending on the context. It could involve something as simple as transferring a lease to another tenant or as complex as assigning the rights to royalties from a creative work. In real estate transactions, for example, an assignment may occur when a buyer transfers their interest in a property contract to another buyer before the original transaction is completed. In intellectual property, an inventor might assign patent rights to a company in exchange for royalties or a lump sum payment.

For an assignment to be effective, it generally must be in writing and include clear terms that delineate what is being transferred. Certain rights or types of property may require more formalized procedures; for instance, assignments of real estate interests typically must be recorded with the appropriate government office to put third parties on notice. Furthermore, some contracts contain prohibitions or restrictions on assignments, requiring the assignor to obtain permission from the other contracting party before making an assignment.

It's also crucial to distinguish between an assignment and other similar legal concepts. For instance, a novation is not merely an assignment of rights but a replacement of one of the parties to the contract with a new party, thereby creating a new contractual relationship. Unlike an assignment, a novation requires the consent of all parties involved. Additionally, while an assignment transfers rights or benefits, it does not inherently transfer the burden of obligations unless the other party to the original contract agrees to such a transfer.

Understanding assignments is essential for anyone entering into contractual agreements. An assignment clause can significantly impact the control a party has over their contractual rights and can affect how those rights can be utilized or capitalized upon in the future. When considering an assignment, it is advisable to consult with a legal professional to ensure that the rights are transferred in compliance with the law and that the assigning party understands the extent and implications of the transfer.

What are some examples of assignment in legal contracts?

Lease Agreement : "The lessee acknowledges the receipt of the assignment of the lease and agrees to be bound by its terms."
Intellectual Property License : "This license agreement includes an assignment of all intellectual property rights from the creator to the licensee."
Business Sale Agreement : "The seller shall provide an assignment of all contracts related to the business to the buyer at closing."
Employment Contract : "Employee hereby agrees to an assignment of any inventions created during the term of employment to the employer."
Loan Agreement : "Upon default of the loan, assignment of the collateral to the lender will be immediately effected."
Debt Assignment : "The creditor hereby gives notice of the assignment of the debt to an external collections agency."
Insurance Policy : "In the event of the policyholder's death, there will be an assignment of benefits to the designated beneficiary."
Mortgage Agreement : "The mortgage includes a clause that prohibits the assignment of the borrower's rights without the lender's consent."

The Law Dictionary

TheLaw.com Law Dictionary & Black's Law Dictionary 2nd Ed.

This refers to the transfer of property rights from one person to another person, the assignor transferring the property to the assignee.

Law Dictionary – Alternative Legal Definition

In contracts. 1. The act by which one person transfers to another, or causes to vest in that other, the whole of the right, interest, or property which he has in any realty or personalty, in possession or in action, or any share, interest, or subsidiary estate therein. Seventh Nat. Bank v. Iron Co. (C. C.) 35 Fed. 440; Haug v. Riley, 101 Ga. 372, 29 S. E. 44, 40 L R. A. 244. More particularly, a written transfer of property, as distinguished from a transfer by mere delivery. 2. In a narrower sense, the transfer or for life or years. Assignment does not include testamentary transfers. The idea of an assignment is essentially that of a transfer by one existing party to another existing party of some species of property or valuable interest, except in the case of an executor. Blight v. Sackett, 34 N. Y. 447. 3. A transfer or making over by a debtor of all his property and effects to one or more assignees in trust for the benefit of his creditors. 2 Story, Eq. Jur.

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Legal Dictionary

The Law Dictionary for Everyone

A person or entity that signs over or transfers their rights to any property or asset to another person or entity. A concept commonly used in contract law , an individual or entity has the right of assignment, which entails one party (the “assigner”) transferring the rights or benefits of a contract to another party (the “assignee”). To explore this concept, consider the following assignor definition.

Definition of Assign

One who transfers assets or property to another

13th century Middle English assigner

Assignment of Contract

U.S. law allows most contracts to be assigned, and most duties under a contract may be delegated, unless there is some special character of the duty. In a situation in which a party to a contract does not want the contract to be assignable, specific language must be put into the contract to that effect. An assignment of contract transfers only the rights or benefits of the contract, the obligations remaining with the original party, the “assignor.” Additionally, no assignment of contract can affect the other, non-assigning party to the contract or reduce his benefits from the contract.

Example of Assignment of Contract

Sally enters into a contract with Tom, the owner of Stay-Fresh Diaper Service, to have clean cloth diapers delivered to her house twice a week. Tom assigns the contract (and thus the weekly income) to another diaper service, notifying Sally of the change. Sally continues to receive regular diaper deliveries, and her contract is now with the new service.

Assignment of a contract does not necessarily relieve the assignor of his duties or liability under the contract. For example, if the new diaper service in the example above failed to deliver clean diapers as scheduled, or otherwise fails to uphold the provisions of the contract, Tom may be held liable to fulfill the terms of the agreement.

Consent to Assignment

In the case of a contract permitted to be assigned by law, the assignor is not required to consult or seek the permission of the other party to the contract, so long as the assignment has no material effect on that party. A contract may include a clause prohibiting assignment such as:

This agreement may not be assigned to any other person or entity without the express prior written consent of the other party or its successor in interest.

No party to this agreement may assign any responsibility , right, or interest arising out of this agreement, in whole or in part, without the express prior written consent of the other party or its successor in interest.

These provisions may also include the phrase “consent to assignment of this agreement may not be unreasonably or unduly withheld.” Any party seeking consent to assign their rights under a contract should document the agreement in writing, with all parties to the original contract signing.

Assignment Agreement

While it is necessary to put an assignment agreement in writing, no specific language is required to make it legally binding. There should, however, be certain elements, including a clear statement identifying the contractual rights and benefits being transferred to the assignee, a specific statement of the benefit of the assignment to the assignor, and the effective date. An assignment must occur in the present, as a promise to assign contractual benefits at a later date generally has no legal effect. An exception may be made when a prior economic relationship between the assignor and assignee exists, and the promise of such assignment induced the assignee to enter into another agreement.

For example, Mary would like to borrow $1,000 from Sam. She expects to make an agreement, in 2 months, to sell her antique piano for $1,500 to her neighbor. Mary promises to assign the entire amount from the sale of the piano to Sam if he loans her the money now. Sam is enticed into taking the assignment of a future contract by the prospect of profiting 50 percent on the deal.

In certain situations a unique relationship between the parties to a contract exists making it impossible to assign the contract without changing the responsibilities under, or benefits from, the terms of the contract. For example, Sam and Emma hired a band to play at their engagement party. The band could not take the couple’s money, then assign the gig to another band because Sam and Emma hired that specific band to entertain their guests. This is more accurately called “delegation,” as the band might seek to delegate their responsibilities under the contract.

The counterpart to assignment, delegation involves assignment of a party’s duties, responsibilities, or liabilities under a contract, rather than rights. A clause in the contract barring assignment may also contain language barring delegation. For example, “Neither party may assign or delegate its rights or obligations under this agreement.” To allow assignment or delegation with the approval of the other party, adding the phrase “without the express prior written consent of the other party” enables such a transaction.

Related Legal Terms and Issues

Contract – an agreement between two or more parties in which a promise is made to do or provide something in return for a valuable benefit.
Consent – to approve, permit, or agree

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UK – Legal Terms Explained: Assignment.

April 18, 2023 by Rohin Pujari

What is assignment?

An assignment is the transfer of an interest from one party (“ assignor ”) to another (“ assignee ”). Assignment allows the assignor to transfer the benefit of a contract to the assignee. For example, the tenant of recently built office premises may transfer the benefit of a collateral warranty originally granted in its favour to a subsequent tenant.

Without express words, assignment usually involves an assignment of accrued and future rights. Clear words are required to assign only future rights under a contract ( Energy Works (Hull) Ltd v MW High Tech Projects UK and others [2020] EWHC 2537 (TCC)).

Assignment in a construction context typically refers to a legal or equitable assignment (although assignment can also occur by other means, e.g. operation of law). A key difference between legal and equitable assignments is that, in the case of a legal assignment, the assignee may enforce any assigned rights in its own name. In contrast, following an equitable assignment, the assignee would need to join the assignor in any action brought to enforce its rights.

To take effect as a legal assignment under English law, an assignment must comply with section 136(1) of the Law of Property Act 1925 (“ LPA 1925 “). This requires the assignment to be: (i) in writing; (ii) absolute; and (iii) expressly notified in writing to the other party to the contract (“ debtor “). In practice, parties tend to effect a legal assignment by way of an assignment agreement or deed of assignment to ensure that these requirements are satisfied.

However, if the parties fail to meet any of the requirements set out in LPA 1925 the assignment will usually have equitable effect. Equitable assignments may arise orally or in writing, and whilst recommended, there is no need to notify the debtor, provided a clear intention to assign can be established. Neither legal nor equitable assignments generally require the debtor’s consent.

Assignment v novation

Although both terms are sometimes used interchangeably, assignment should be distinguished from novation. The most notable difference is that assignment only transfers the benefit of a contract (e.g. a warranty that works have been carried out to the required standard), whereas a novation transfers both the benefit and the burden (e.g. an obligation to pay for a service). As novation also requires the consent of all parties, it will typically be effected by a tripartite agreement between the novating party, the party to whom the contract is to be novated, and the counterparty to the relevant contract.

Some issues concerning assignment

Restrictions on assignment – Unless there is an express prohibition in the contract, the parties will usually be free to assign the benefit of a contract. However, many standard form building contracts, including the JCT Design and Build Contract, prohibit assignment, or allow it only subject to certain conditions. In this regard, a developer may seek to amend the contract to reduce any restrictions on their ability to assign. In contrast, a contractor may seek to limit any rights to assign, for example by specifying the number of permitted assignments. This is often linked to the contractor’s professional indemnity insurance terms which may provide for restricted cover in respect of successive assignments.
Ineffective assignment where prohibited – If a party purports to assign a right in contravention of an assignment clause, the assignment will only be effective as between the assignee and the assignor, and will not be enforceable against the debtor.
Means of assignment – A clause in a contract permitting assignment is not sufficient to effect an assignment. There must be a separate document or oral agreement to show the assignor’s intention to assign ( Allied Carpets Group Plc v Macfarlane (t/a Whicheloe Macfarlane Partnership) [2002] EWHC 1155 (TCC)).

* This is an updated version of an article originally published as part of the ‘Legal Terms Explained’ series of Construction Law .

For further information, please contact:

James Doe , Partner, Herbert Smith Freehills

[email protected]

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Legal experts worry about presidential abuse of the Insurrection Act. Here's why

Carrie Johnson

National Guard members take a staircase toward the U.S. Capitol building before a rehearsal for President-elect Joe Biden's Inauguration in Washington on Jan. 18, 2021. Experts in constitutional law and the military say the Insurrection Act gives presidents tremendous power with few restraints. Patrick Semansky/AP hide caption

A bipartisan group of legal experts is sounding an alarm about presidential power this election season.

They're pushing Congress to update a cluster of laws known as the Insurrection Act and limit how the White House can deploy troops on American soil, in case a future president takes advantage of that sweeping power.

"It's really up to the president to decide when to use the armed forces as a domestic police force," said Elizabeth Goitein, senior director of the Liberty & National Security Program at the Brennan Center for Justice. "And that is tremendous cause for concern, because an army turned inward can very quickly become an instrument of tyranny."

The Insurrection Act , which predates the development of modern state and local police departments, gives the president the power to call on the military during an emergency to curb unrest or rebellion here at home .

The last time a president invoked the law was in 1992, when President George H.W. Bush used it to tamp down violence in Los Angeles after a jury acquitted police officers in the beating of motorist Rodney King.

But Goitein said most people remember the law for another moment in civil rights history, when President Dwight Eisenhower called up federal troops to enforce school desegregation in Little Rock, Ark .

More recently, it's been on the table after Hurricane Katrina devastated New Orleans and before the storming of the U.S. Capitol on Jan. 6, 2021.

Maryland Rep. Jamie Raskin, a Democrat, helped investigate the violence at the Capitol, and he says a central figure in the effort to help former President Donald Trump cling to power recognized the force of the Insurrection Act.

"Stewart Rhodes, who's been convicted of seditious conspiracy, which means conspiracy to overthrow or put down the government, was essentially calling on President Trump to use the Insurrection Act for the purposes of perpetrating an insurrection," Raskin said.

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Rhodes wanted Trump to take advantage of old language in the law that mentions militias and to deploy his far-right Oath Keepers group to keep Trump in power . Trump never invoked that law, but some lawmakers and legal experts say the episode should serve as a warning.

"The general principle is that we don't live in a military dictatorship and we don't use the military for ordinary law enforcement purposes," Raskin added.

3 suggested changes to current law

Jack Goldsmith is a law professor at Harvard and a leader of the Presidential Reform Project. He said updating the Insurrection Act should be a bipartisan priority, since presidents of both parties could use it to politicize the military and infringe on states' rights.

"It's a huge blank check, it is easily subject to abuse, it's easy to imagine abuse," Goldsmith said.

Goldsmith's outlined three big changes he said should be made to the law.

First, Congress should narrow and clarify the language for when the president can use this sweeping power.

"[T]he statute as it's written has no limitations so it can be used in practically any situation where the president thinks it needs to be used," he said. "And that's just something that's very out of whack and needs to be fixed."

Next, Goldsmith said, the law should require a president to consult with state officials and with Congress.

Finally, and most important, he said, it's "absolutely vital" that Congress impose time limits on its use, putting lawmakers on notice to make a decision. Connecticut Sen. Richard Blumenthal, a Democrat, is floating a proposal that would give the president about a week for Congress to approve such a move or the military would need to be dispersed.

Blumenthal said he's talking with his Republican counterparts about the plan --and he said it's about more than Trump.

"My hope is that my colleagues in a very bipartisan way will recognize the need for safeguards and guard rails on a power that right now is unlimited, untrammeled and could be easily abused by any president, not one particular individual," Blumenthal said.

The old law is hovering over the current presidential campaign. The Washington Post has reported Trump might use the Insurrection Act to suppress protests or address crime in big cities if he's reelected.

And some Democrats have called on President Biden to use that authority to federalize the National Guard along the Southwest border amid clashes with Republican elected officials in Texas over the scope of state authority.

Advocates said that's one more reason for Congress to update a law that dates to the 1790s to reflect circumstances on the ground today.

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FACT SHEET: President Biden Announces New Landmark Rule to Protect Americans from Junk Health Insurance

Latest action to deliver better health care and prevent consumers from getting ripped off

Today, the Biden-Harris Administration is taking a major step to crack down on junk health insurance for American families and consumers and deliver better health. As the President has said, people hate being played for suckers and the current practice of offering low-quality insurance that people pay into, but then provides no coverage when people need it, is a bait and switch. That’s why the Biden-Harris Administration is issuing a final rule that protects consumers from junk health insurance and makes sure Americans aren’t scammed into low-quality coverage that leaves consumers on the hook for thousands of dollars in medical bills or denies life-saving care right before treatment. The President is committed to building on the promise of the Affordable Care Act and its critical consumer protections that ensure meaningful coverage for people’s health care needs.

The Affordable Care Act has helped tens of millions of Americans access high-quality, affordable health insurance and protects Americans from being discriminated against because of pre-existing conditions. But actions by Republican elected officials, including the previous administration, undermined the promise of the Affordable Care Act, allowing insurance companies to take advantage of loopholes in the law and sell “junk insurance” plans that evade its critical consumer protections, like denying care based on pre-existing conditions. These “junk insurance” plans leave families surprised by thousands of dollars in bills, often because the insurance plan claims they have a pre-existing condition that isn’t covered. For example, a man in Montana faced $43,000 in health care costs because his insurance plan claimed his cancer was a pre-existing condition, and a Pennsylvania woman was surprised by nearly $20,000 in bills for an amputation her junk plan refused to cover.

With today’s rule, the Biden-Harris Administration is cracking down on this junk health insurance as part of its continued efforts to eliminate hidden fees and rip offs in every industry across the economy. These actions will reduce scam insurance plans that offer really no insurance at all.

“Short-term” plans must be truly short-term . Under the new rules, new plans that claim to be “short-term” health insurance are now limited to just 3 months, with renewal for a maximum of 4 months total, if extended – instead of up to 3 years as the previous administration allowed, causing junk health insurance plans to proliferate and confuse consumers that they were real, comprehensive coverage when they in fact provided little to no coverage.
Plans have to clearly disclose limits. Insurance plans will now be required to provide consumers with a clear disclaimer that explains the limits of what services they cover and how much they cover.

Today’s actions stand in stark contrast with an extreme House Republican budget proposal released last week, which 100% of House Republican leadership and 80% of House Republicans support. They want to reverse the Administration’s actions to protect consumers from junk health insurance and other insurance plans that evade the Affordable Care Act’s critical consumer protections, and take the country back to the days where consumers think they’re buying quality, comprehensive health insurance, only to find out at the last minute that they’ve been hoodwinked into coverage that doesn’t cover the care they need or leaves them saddled with huge medical bills. In fact, alongside promoting junk health insurance, the House Republican budget calls to cut $4.5 trillion from the Affordable Care Act and Medicaid, which would rip coverage away from over 45 million people, eliminate pre-existing condition and other consumer protections and jeopardize benefits, services, and coverage for tens of millions more.

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Business | Confusion reigns: Which fast food workers will…

Business | Confusion reigns: Which fast food workers will get paid more in California?

Outside of national chains are numerous food sellers, not all of which are directly addressed in the new law..

By Jeanne Kuang | CalMatters

Say you work at a fast food restaurant or coffee shop that bears the name of a national chain. Under California law, you’re entitled to be paid at least $20 an hour starting Monday.

Say you work at one of those stores, inside a grocery store. The grocery store, your employer, is exempt under the law. You’ll keep getting your current wages.

But say you assemble burgers, scoop ice cream or prepare Frappuccinos at one of those stores, and it’s inside another store, but the bigger store isn’t a “grocery” because less than half of its revenues are made off groceries. What then?

According to the state of California, the store should be paying you at least $20 an hour, but only for the hours you work in the fast food portion of the store. If you spend part of your shift checking out customers or stocking the shelves in the rest of the store, you’re only entitled to the regular minimum wage of $16 for those hours.

That’s according to an 18-item FAQ the Department of Industrial Relations published in March as California businesses prepare for the fast food minimum wage to kick in on Monday.

It’s not the only situation that is confusing employers and workers alike.

To raise wages for fast food workers, the Service Employees International Union struck a deal last year with the International Franchise Association and California Restaurant Association that included owners of fast food chain locations but exempted those who operate independent restaurants.

The law covers all fast food restaurants that belong to chains with 60 or more locations nationally, roping in the unions’ targets: McDonald’s or Burger King and their franchise owners. More than 500,000 Californians — primarily women, immigrants and people of color — work in what’s known in the industry as “limited service restaurants.” Earlier this year SEIU estimated the law will apply to roughly 3,000 employers.

“The vast majority of fast-food locations in California operate under the most profitable brands in the world,” Joseph Bryant, SEIU’s executive vice president and a member of a new statewide fast food regulatory council , said in a statement today. “Those corporations need to pay their fair share and provide their operators with the resources they need to pay their workers a living wage without cutting jobs or passing the cost to consumers.”

But outside those national chains are numerous other food sellers and business arrangements, not all of which are directly addressed in the new law. Grocery stores and some bakeries are exempt, and this week, Gov. Gavin Newsom signed into law a carve-out for fast food places at airports, convention centers and hotels .

According to emails obtained by CalMatters in response to a public records request, a range of employers have been trying to figure out if they must pay $20 ever since the law was signed late last September .

In October, the Department of Industrial Relations received two inquiries from franchise owners asking whether they must comply with the law. One employer owned an Auntie Anne’s and a Cinnabon and believed selling pretzels and cinnamon rolls qualified them for the controversial bakery exemption. The other owned an ice cream parlor.

“This clarification is imperative as to whether or not we will be financially able to open more locations at the proposed wage increase to $20 an hour,” the ice cream store owner wrote.

Both were forwarded to the department with a request for legal guidance by a staffer for Assemblymember Chris Holden , the law’s author. In recent weeks, Holden has been unable to answer reporters’ questions about why certain exemptions — such a carveout for some bakeries — were included in the law. The department redacted responses to those emails under a public records exemption for attorney-client communications.

The ice cream store owner, Gabriela Campbell, was featured this week in a KCRA report detailing how she contacted multiple state offices and still isn’t sure if the law applies to her.

By December, employers were lawyering up.

Attorneys for the Honey Baked Ham chain asked whether it would qualify. They described the stores as “retail meat stores” where customers primarily buy cooked hams and other “bulk proteins” and sides to eat at home, but acknowledged they also sell sandwiches that customers can eat at the restaurants or take to-go.

Attorneys also sought clarification over whether their clients would have to pay $20 if they own a chain of Papa Murphy’s “take and bake” pizza shops.

In late December, attorneys for an unnamed retail chain asked the department whether they would have to pay $20 in the fast food restaurants or cafes that are inside some of its stores. The attorneys noted the company’s stores sometimes sell groceries, but not primarily, and employees who work the fast food counters are often also assigned to other parts of the store.

Department attorney Ehud Appel said it did not respond to individual inquiries, instead answering to the companies with the FAQ this month.

In the FAQ, the state said: businesses are not exempt for selling ice cream, even though a national industry classification system excludes some ice cream shops from the definition of fast food, or “limited service” restaurants. To count as a bakery, the state said, the bread sold must weigh at least half a pound. And workers at a “store within a store” must be paid $20 for the hours they work in the restaurant portions of the stores.

The answers apparently created new questions.

The FAQ stated fast food managers can only be exempt from California’s overtime pay laws if they make more than twice the minimum wage — a threshold that is now higher for fast food employees. But attorneys for the retailer wrote in another letter to the department in mid-March that the stores’ managers only manage the fast food counters part time.

It’s unclear how the state will handle the confusion going forward.

Its FAQ directs workers who believe they’re wrongly being denied $20 an hour to file a wage theft claim with the Labor Commissioner’s Office — a process that is so backlogged amid a staffing crisis for the office that complaints can take years to resolve. The department did not immediately respond today when asked for further clarification.

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Victoria McCloud, a senior civil judge, is concerned that a successful appeal might reverse her birth certificate.

Transgender judge seeks leave to intervene in UK court case over legal definition of ‘woman’

Victoria McCloud wants leave to join litigation in supreme court appeal brought by For Women Scotland

The UK’s first transgender judge is seeking leave to join the litigation in a crucial supreme court case that could significantly affect legal protections for transgender women, the Guardian has learned.

Victoria McCloud, a senior civil judge who became the youngest person appointed as master of the high court in 2010, will make an application to intervene in the supreme court appeal brought by the campaign group For Women Scotland about the legal definition of “woman”. Interveners can put a case without being among the main parties to the litigation.

For Women Scotland is challenging whether Scottish government legislation aimed at improving gender balance on public boards should include transgender women.

The Gender Representation on Public Boards (Scotland) Act 2018 has been the subject of a long-running court action by the group, which most recently resulted in a ruling by Lady Haldane at the court of session that it was lawful to extend the definition of “woman” to transgender women with a gender recognition certificate.

McCloud, who transitioned in the late 1990s and subsequently changed her legal sex under the 2004 Gender Recognition Act, is supported in her application by the Good Law Project.

She is concerned about the effect of a successful appeal – which would affect the whole of the UK – on her legal recognition.

McCloud cannot speak directly to the media because of judicial constraints. A friend of hers said: “This would mean in practice that women like her [with a gender recognition certificate] would lose rights to equal pay with men and experience restricted rights to services or moves to exclude her from spaces such as women’s lavatories.”

The Guardian understands that if the For Women Scotland appeal succeeds, McCloud and her family have made provision to emigrate to an EU state where she would remain legally recognised as a woman.

Last month McCloud, 54, announced that she was resigning from the bench in April after 14 years as a full-time judge, citing the toxic climate towards transgender individuals in the UK.

In her resignation letter to the lady chief justice, president and vice-president of the king’s bench division, she wrote: “I have reached the conclusion that in 2024 the national situation and present judicial framework is no longer such that it is possible in a dignified way to be both ‘trans’ and a salaried, fairly prominent judge in the UK.”

According to For Women Scotland, which won an earlier judicial review of the act, the conflicting Scottish rulings “show that a definition of ‘sex’ that is inclusive of a person’s ‘acquired gender’ on a gender recognition certificate leaves the Equality Act opaque and unworkable for many women. There needs to be clarity that sex is a biological term.”

It argues that Haldane’s inclusive definition of “sex” leaves service providers of single-sex spaces “confused and … at risk of legal action for unlawful discrimination”.

Describing the case as “truly historic”, the author and campaigner JK Rowling has donated £70,000 to For Women Scotland’s crowdfunder for the action, which currently sits at nearly £150,000.

The executive director of the Good Law Project, Jo Maugham, said: “So many of these cases – about and with profound effects on the lives of trans people – are decided without any trans people in the room. Sometimes this happens because trans people can’t afford representation – they have no billionaire funders.

“Sometimes because it is said that trans people are self-interested – as though decisions about, say, black people should be made by white people. But however it happens it is not what justice looks like.”

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HHS Announces Savings for 41 Prescription Drugs Thanks to Inflation Rebates from the Biden-Harris Administration’s Lower Cost Prescription Drug Law

Under the Inflation Reduction Act, people with Medicare may pay a lower coinsurance for some Part B drugs if the drug’s price increases faster than the rate of inflation.

The U.S. Department of Health and Human Services (HHS), through the Centers for Medicare & Medicaid Services (CMS), today announced 41 drugs available through Medicare Part B will have a lowered Part B coinsurance rate from April 1 – June 30, 2024, if the drug company raises prices faster than the rate of inflation. An estimated 763,700 people with Medicare use one or more of these drugs annually.

Because of the President’s lower cost prescription drug law, the Inflation Reduction Act, which establishes the Medicare Prescription Drug Inflation Rebate Program, some people with Medicare who use these drugs during that time period may save between $1 and $3,575 per average dose depending on their individual coverage.

“Thanks to President Biden’s lower cost prescription drug law, the cost of prescription drugs is coming down for people with Medicare. We are putting money back in the pockets of older Americans and people with disabilities instead of Big Pharma,” said HHS Secretary Xavier Becerra. “President Biden made lowering prescription drug costs for Americans a top priority, and he has delivered. We will continue to use every lever we have to lower health care costs for more Americans.”

The Inflation Reduction Act requires drug companies to pay rebates to Medicare when prices increase faster than the rate of inflation for certain drugs. CMS intends to begin invoicing prescription drug companies for rebates owed to Medicare no later than fall 2025. The rebate amounts paid by drug companies will be deposited in the Federal Supplementary Medical Insurance Trust Fund, which will help ensure the long-term sustainability of the Medicare program for future generations.

“The Biden-Harris Administration remains committed to lowering drug prices for everyone – and discouraging price increases above the rate of inflation by drug companies is a key part of this effort,” said CMS Administrator Chiquita Brooks-LaSure. “All people should be able to afford their medication, and the Inflation Reduction Act continues to deliver on this promise.

The Medicare Prescription Drug Inflation Rebate Program is just one of the Inflation Reduction Act’s prescription drug provisions aimed at lowering prescription drug and health care costs. In addition to this program, the law expanded eligibility for full benefits under the Low-Income Subsidy program (LIS or “Extra Help”) under Medicare Part D at the beginning of this year. Nearly 300,000 people with low and modest incomes are now benefiting from the program’s expansion. A comprehensive public education campaign is underway to reach the more than three million people who are likely eligible for the program but not yet enrolled. In addition, as of January 1, 2024, some people enrolled in Medicare Part D who have high drug costs have their annual out-of-pocket costs capped at about $3,500. In 2025, all people with Medicare Part D will benefit from a $2,000 cap on annual out-of-pocket prescription drug costs.

More information is available here on the Medicare Prescription Drug Inflation Rebate Program.

Learn more about the Medicare Prescription Drug Inflation Rebate Program including a fact sheet on the 41 Part B drugs with a coinsurance reduction for the quarter April 1 – June 30, 2024.

More information and helpful resources about the Inflation Reduction Act and how it is helping lower costs for people with Medicare can be found at LowerDrugCosts.gov.

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Fact sheet: the biden-harris administration urges congress to lower drug costs for americans with commercial insurance, biden-harris administration receives counteroffers from drug companies as part of ongoing negotiations to lower drug prices, biden-harris administration issues final guidance to help people with medicare prescription drug coverage manage prescription drug costs, media inquiries.

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assignment
Assignment is a legal term whereby an individual, the "assignor," transfers rights, property, or other benefits to another known as the " assignee .". This concept is used in both contract and property law. The term can refer to either the act of transfer or the rights /property/benefits being transferred.
Assignment (law)
Assignment [1] is a legal term used in the context of the laws of contract and of property. In both instances, assignment is the process whereby a person, the assignor, transfers rights or benefits to another, the assignee. [2] An assignment may not transfer a duty, burden or detriment without the express agreement of the assignee.
Assignment Legal Definition: Everything You Need to Know
All parties must be legally capable. The objects being transferred must be legal. Consideration should be included. All parties must consent to the assignment. One of the most common forms of assignment is a wage assignment. For instance, if you owe child support, alimony, back taxes, or some other form of debt, the court can require your ...
Assignments: The Basic Law
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 ...
assign
Assign is the act of transferring rights, property, or other benefits to another party (the assignee) from the party who holds such benefits under contract (the assignor). This concept is used in both contract and property law. Contract Law Under contract law, when one party assigns a contract, the assignment represents both: (1) an assignment of rights; and (2) a delegation of duties.
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The idea of an assignment is essentially that of a transfer by one existing party to another existing party of some species of property or valuable interest, except in the case of an executor. Ilight v. Sackett, 34 N. Y. 447. 3. A transfer or making over by a debtor of all his property and effects to one or more assignees in trust for the ...
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assignment: A transfer of rights in real property or Personal Property to another that gives the recipient—the transferee—the rights that the owner or holder of the property—the transferor—had prior to the transfer. An assignment of wages is the transfer of the right to collect wages from the wage earner to his or her creditor. Statutes ...
Legal Assignment: Everything You Need to Know
In other words, an assignment is the act of one party transferring, vesting, or causing to vest their interest in a property to another party. A valid legal assignment only occurs when all underlying elements of a lawfully binding contract are included in it, including intent. A trial court can determine if an assignment has occurred.
What Is an Assignment of Contract?
An assignment of contract occurs when one party to an existing contract (the "assignor") hands off the contract's obligations and benefits to another party (the "assignee"). Ideally, the assignor wants the assignee to step into his shoes and assume all of his contractual obligations and rights. In order to do that, the other party to the ...
Understanding an assignment and assumption agreement
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.
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Assignment is a legal definition that refers to the transfer of rights, property, or other benefits between two parties. The party allocating the rights is known as the "assignor", while the one receiving them is called the "assignee".
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In legal terms, the meaning of an assignment is a contractual obligation to transfer a property title or right from one party to another. Generally, the assignment is transferred based on an entire interest in the property, chattel, estate, or other item assigned. A grant is different from an assignment in that an assignment refers to the right ...
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An assignment of contract is a legal term that describes the process that occurs when the original party (assignor) transfers their rights and obligations under their contract to a third party (assignee). When an assignment of contract happens, the original party is relieved of their contractual duties, and their role is replaced by the ...
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term: Assignment assignment n 1: the act of assigning 2 a: a position, post, or office to which one is assigned b: a task assigned 3: a present transfer of property or rights absolute assignment: an assignment in which the transfer is complete and leaves the assignor with no interest in the property or right transferred assignment for the benefit of creditors
assignee
Assignee is a person to whom a right is transferred by the person holding such rights under the transferred contract (the "assignor"). The act of transferring is referred to as "assigning" or "assignment" and is a concept found in both contract and property law. Contract Law Under contract law, when one party assigns a contract, the assignment represents both: (1) a transfer of ...
Assignment
Assignment. The transfer of a right from one party to another. For example, a party to a contract (the assignor) may, as a general rule and subject to the express terms of a contract, assign its rights under the contract to a third party (the assignee) without the consent of the party against whom those rights are held.
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Assignment in legal terms means the transfer of a property right or title to some particular person under an agreement, usually in writing. Unless an assignment is qualified in some way, it is generally considered to be a transfer of the transferor's entire interest in the estate, chattel, or other thing assigned. ...
Assignment meaning in law and legal documents
What does assignment mean in legal documents? An assignment in legal terms refers to the transfer of rights or property from one party to another. This concept is fundamental in contract law and extends to various aspects of both personal and commercial law. When an individual or business entity assigns their rights, they enable the recipient ...
Definition of ASSIGNMENT • Law Dictionary • TheLaw.com
This refers to the transfer of property rights from one person to another person, the assignor transferring the property to the assignee. Law Dictionary - Alternative Legal Definition In contracts. 1. The act by which one person transfers to another, or causes to vest in that other, the whole of the right, interest, or property …
Assignment (law) legal definition of Assignment (law)
assignation. in Scots law, the mode of transferring ownership of incorporeal property. The grantor is known as the cedent and the person to whom the property is assigned is the assignee or cessionary. No form is required, but one is provided in the Transmission of Moveable Property (Scotland) Act 1862. The general rule in Scotland is that ...
Assignor
A person or entity that signs over or transfers their rights to any property or asset to another person or entity. A concept commonly used in contract law, an individual or entity has the right of assignment, which entails one party (the "assigner") transferring the rights or benefits of a contract to another party (the "assignee"). To ...
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TREATMENT OF FEDERAL LABOR LAW STATE LABOR LAW - - FEDERAL . PREEMPTION - STATE STATUTORY ABROGATION OF COMMON LAW ... term, the insurance policy would not nearly meet its face value as represented to the man. Id. at 55-56. The man brought a multi-count complaint in the Circuit Court for Montgomery County. Id. at 56. The circuit court ...
Confusion reigns: Which fast food workers will get paid more in
Business Explainer, News Explainer, News Provides context, definition and detail on a specific topic. , Based on facts, either observed and verified directly by the reporter, or reported and ...
Transgender judge seeks leave to intervene in UK court case over legal
It argues that Haldane's inclusive definition of "sex" leaves service providers of single-sex spaces "confused and … at risk of legal action for unlawful discrimination".
HHS Announces Savings for 41 Prescription Drugs Thanks to Inflation
CMS intends to begin invoicing prescription drug companies for rebates owed to Medicare no later than fall 2025. The rebate amounts paid by drug companies will be deposited in the Federal Supplementary Medical Insurance Trust Fund, which will help ensure the long-term sustainability of the Medicare program for future generations.

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Business | Confusion reigns: Which fast food workers will…

Business | Confusion reigns: Which fast food workers will get paid more in California?

More in Business

Business | Pirch, luxury kitchen retailer, sued for unpaid rent and inventory, totaling $5 million

Housing | Real estate news: AO celebrates 50 years in Old Towne and beyond

Housing | California’s consumer outlook drops to 11-year low

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Transgender judge seeks leave to intervene in UK court case over legal definition of ‘woman’

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‘We actually don’t know much’: the scientists trying to close the knowledge gap in trans healthcare

Children to stop getting puberty blockers at gender identity clinics, says NHS England

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HHS Announces Savings for 41 Prescription Drugs Thanks to Inflation Rebates from the Biden-Harris Administration’s Lower Cost Prescription Drug Law

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