Assignment
The transfer of contractual rights or benefits from one party (the assignor) to another (the assignee), generally without releasing the assignor's underlying duties.
What Is Assignment?
Assignment is the legal mechanism by which a party transfers their rights under a contract to a third party. The original party (assignor) gives up the right to receive performance, and the third party (assignee) becomes entitled to it. Most contractual rights are freely assignable unless the contract or law prohibits assignment, or assignment would materially change the obligor's burden.
What Can Be Assigned
- The right to receive payment under a contract - The right to receive goods or services - Intellectual property licenses (subject to license terms) - Insurance policy proceeds - Lease rights, subject to landlord consent provisions
Limits and Anti-Assignment Clauses
Personal-service obligations (where the obligor's specific identity matters) generally cannot be assigned. Many contracts contain anti-assignment clauses requiring written consent before any transfer; assignment in violation typically renders the attempted transfer void or gives the non-assigning party termination rights. Unlike novation, assignment generally does not release the assignor from secondary liability if the assignee fails to perform. Notice to the obligor is usually required for the assignee to enforce rights directly.