assignment of general

• Business Succession Planning
• Legacy and Estate Planning California
• Planned Giving
• Special Needs Planning
• Trust and Probate Administration
• BUSINESS SUCCESSION PLANNING
• CALIFORNIA LEGACY AND ESTATE PLANNING
• PLANNED GIVING
• TRUST AND PROBATE ADMINISTRATION
• SPECIAL NEEDS PLANNING
• Testimonial

A General Assignment of Assets to one’s Living Trust can help avoid a Probate.

                 Re-titling assets, like stock and bonds, from one’s name into one’s living trust is necessary to avoiding an unnecessary probate of such assets if held outside of the trust.   Sometimes people fail to transfer some or all of their intended trust assets into their trust.   A general assignment of assets to one’s living trust provides an important safeguard. Let’s examine what a general assignment is and how it helps to fund one’s trust and avoid a probate with the help of a Lake County probate attorney:

                A general assignment of assets transfers ownership on a wide variety of assets as the name implies.   An all encompassing general assignment is regularly used by estate planners to transfer all types of financial assets (excluding tax deferred retirement accounts) and personal property (such as the contents of one’s home) into the trust. It is a half-step towards actually re-titling the securities and the financial accounts into the name of the trustee.   Nevertheless, the settlor should still proceed to contact the banks, brokerages, and stock transfer agents (as relevant) to formally transfer legal title into the name of the trustee.   But, in the event that the formal legal title is not transferred prior to death, the general assignment can be used to obtain a court order to transfer legal title into the trust.

                In Kucker v. Kucker , (2011), 192 CA 4 th , 90, the Court of Appeal reversed a trial court decision wherein the trial court disallowed a petition to transfer stocks into a trust based on a general assignment of all assets by the settlor to the trustee.   The Court of Appeal agreed with the petitioner that a general assignment of all or substantially all of the settlor’s assets into one’s trust does cause the stocks to be owned by the trustee.   An otherwise unnecessary probate was thus avoided thanks to a general assignment by the settlor.

                Similarly, a declaration of trust by a settlor to hold certain assets listed on a schedule of pledged assets attached to a trust document can likewise be used to accomplish the same result.   Most attorneys use a schedule of initial trust assets and a general assignment to reinforce one-another.   Moreover, unlike the general assignment, the schedule of trust assets will also include the real estate – together with a full legal description — for the same reason.   That is, if a trust transfer deed is not properly executed prior to the settlor’s death, then the schedule of initial trust assets to a declaration of trust can be used to petition the court to transfer legal title into the trust without a probate.

                While the general assignment and the declaration of trust are important safeguards against the failure to formally transfer title to trust assets while the settlor is still alive and competent, such safeguards are just safeguards.   The better course of action is to see that one’s real estate, stocks and bonds, and financial accounts (and other trust assets) are properly titled in the name of the trustee of one’s trust.   After all, filing a court petition entails further expenses and delay in the administration of the trust that can be avoided.   

The information contained in this website is for general information purposes only. The information is provided by the Law Office of Dennis Fordham. and while we endeavour to keep the information up to date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the website or the information, services, or related graphics contained on the website for any purpose. Any reliance you place on such information is therefore strictly at your own risk.

In no event will we be liable for any loss or damage including without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever arising from loss of data or profits arising out of, or in connection with, the use of this website.

Through this website you are able to link to other websites which are not under the control of Law Office of Dennis Fordham. We have no control over the nature, content and availability of those sites. The inclusion of any links does not necessarily imply a recommendation or endorse the views expressed within them.

Every effort is made to keep the website up and running smoothly. However, Law Office of Dennis Fordham takes no responsibility for, and will not be liable for, the website being temporarily unavailable due to technical issues beyond our control.

We respect your privacy. We will not sell or rent your information to anyone. The information you provide us will be used to communicate the status of your business with our firm.

“Serving Lake and Mendocino Counties for nineteen years, the Law Office of Dennis Fordham focuses on legacy and estate planning, trust and probate administration, and special needs planning. We are here for you. 870 South Main Street Lakeport, California 95453-4801. Phone: 707-263-3235.”

Practice Areas

• Legacy and Estate Planning

Upcoming Events

Why a Trust and Not a Will? Seminar

Community Event Announcement

Please call if you want to be notified of our next upcoming seminar.

Event Sign Up

Stay current on news & events. we’ll never share your address..

• Enter Email

© 2024 Dennis A. Fordham All Rights Reserved

• assignments basic law

Assignments: The Basic Law

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

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

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

Basic Definitions and Concepts:

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

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

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

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

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

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

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

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

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

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

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

Novation Compared to Assignment:

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

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

Equitable Assignments:

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

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

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

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

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

Enforceability of Assignments:

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

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

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

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

Assignment of Contractual Rights:

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

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

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

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

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

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

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

Noncompete Clauses and Assignments:

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

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

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

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

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

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

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

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

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

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

Conclusion:

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

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

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

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

Read more about our firm

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

January 25, 2024

Funding a Trust with a General Assignment

Take-Away: Using a general assignment to fund a Trust, sometimes executed by an attorney-in-fact is often legally effective to fund the principal/settlor’s Trust, but questions can often arise using a general assignment.

Background: If the beneficiaries of a settlor’s Trust are different from the settlor’s probate estate, great care needs to be sure that the Trust is funded as the settlor intends, and while the settlor is alive, if possible. If the Trust funding document is vague or incomplete, a dispute can easily arise between the estate beneficiaries and the Trust’s beneficiaries. This potential problem becomes acute if the Trust funding is done by an agent under the settlor’s durable power of authority (does such authority exist?) and the scope of the document used to accomplish the Trust’s funding (can the asset be transferred by a general assignment?)

Example: Rex, age 86, is in the hospital facing life-endangering surgery in two days. Rex owns several bearer bonds of significant value, held in safe deposit boxes at three different Grand Rapids banks. Rex calls his attorney to the hospital. Rex explains that he wants a full estate plan, e.g., pour-over Will, Revocable Trust, durable power of attorney for financial affairs asap. Rex’s Will is to benefit charities and provide some financial bequests to several friends. Rex’s Trust is intended to benefit his children and grandchildren. This plan is expeditiously prepared by Rex’s attorney in the following 24 hours. The attorney returns to Rex’s hospital room with these documents just prior to Rex’s scheduled surgery. The named successor trustee, also in the hospital room, signs an Acceptance of Trust. Rex’s agent is given the authority under the durable power of attorney to execute general assignments and full authority to fund Rex’s Trust. There is only time enough to token-fund Rex’s Trust before Rex is rolled into the operating room. To get the bearer bonds into Rex’s Trust the agent under Rex’s durable power of attorney is asked to write on some available paper a general assignment of Rex’s assets to the trustee of Rex’s Trust. A nurse photocopies the agent’s handwritten general assignment. Copies in hand, the agent and the attorney then proceed to serve any bank employee at each of the three banks who is willing to date stamp the presented general assignment, including date and time of presentment. Rex dies from his surgery the following day. Does the Personal Representative of Rex’s probate estate challenge the agent’s handwritten general assignment that was executed the prior day? Is that general assignment valid and enforceable? Are Rex’s bearer bonds part of his probate estate or held in his Trust?

Assignments: Some courts require that an assignment be supported by legal consideration. However, gratuitous assignments have been generally enforceable for centuries. More to the point, if an agent acting under a durable power of attorney assigns assets to the principal/settlor’s Trust, the Trust’s revocability means that the settlor merely became, via the general assignment, the property’s equitable owner, as he/she had been its legal owner before. Restated, there is no re-ordering of economic interests and no gifting when the settlor’s Trust is funded. As such, re-titling general assignments to a revocable Trust are common in modern estate plans, and they seem to be ‘tolerated’ by probate courts when the question arises if the settlor’s Trust was fully funded prior to his/her death. See, Estate of Willings, 2023 WL 6994425, Oklahoma, 103. ) However, when a general assignment used to transfer property to the settlor’s revocable Trust, some questions can still arise. Examples follow:

• Adequate Identification: Sometimes the property-to-be-entrusted to the trustee is not adequately identified in the assignment. However, location can be used an acceptable identifier of fungible cash for estate planning purposes. Arguably this same general ‘reference to its location’ rule should be an acceptable identifier for bearer bonds. A reference by Rex in his general assignment to ‘all assets that I own and possess held in the safe deposit boxes located at Bank A, Bank B, and Bank C should be sufficient to transfer the contents of those three safe deposit boxes to Rex’s Trust.
• Ascertainable: The property that is subject to the general assignment should be sufficiently ascertainable. Yet often the settlor’s interest in bonds is fully vested and possessory. Or, as another example, in the Willings case cited above, the possible right to a recovery incident to a pending wrongful death action was held to be presently assignable to the Trustee.
• Notice to Debtors: Many courts do not require advance notice to debtors, e.g., bond issuers; contract obligors. While it is desirable to provide notice to an issuing life insurance company of the transfer of an existing life insurance policy to the insured’s Trust, in equity such a notice is not required for the asset’s entrustment to the trustee to be enforceable. [See, Loring and Rounds: A Trustee’s Handbook, Section 2.1.1, (2024). ]
• Notice to Banks: Often a bank will not be given notice of the assignment to the settlor’s Trust. The validity of the general assignment is not contingent upon notice to a mere custodian of assigned property.
• Missing Trustee: What if the trustee of Rex’s Trust is unavailable to accept the assets transferred to the Trust under the agent’s general assignment? In equity, a Trust must not fail for want of a Trustee. In the Rex example, had Rex’s Trust instrument not provided for a successor trustee who was ready, willing, and able to accept the assignment, it would have fallen to the probate court to find someone who would be, but effective as of the date of the assignment.

Conclusion: As a practical matter, the Michigan Trust Code, based on the Uniform Trust Code, does not provide many answers about the transfer of assets to a Trust under a general assignment. It is the law of assignments, not the law of trusts, that govern the funding of a Trust and what constitutes legally enforceable actions that are taken to fund a Trust. Of course, it is much better to use actual transfer documents like deeds, bills of sale, reregistration of investment account ownership etc. to document the settlor’s intent to transfer assets to his/her Trust. But for other assets, like cash, bearer bonds, etc., a general assignment can be a useful tool to document the settlor’s intent, effective on the date of the signed assignment.

• Call Us Now: 760-340-0034 Tap Here to Call Us

• General Assignment of Assets to Trust

A General Assignment is a document that declares that certain property is held and vested in the name of a trust. Since a trust only works when it holds property, this document is crucial for the funding of a Revocable Trust. Also, it can be used after your death to prove that certain assets were designated as trust assets even if those assets were never formally transferred to the trust while you were alive.

• Call Us Now
• 760-340-0034

Practice Areas

• Durable Power of Attorney
• Advance Health Care Directive
• Revocable Trust
• Trust Administration
• Conservatorship
• Guardianship
• 1 Serving all of Coachella Valley
• 2 Experience You Can Count On
• 3 Certified Specialists

Leave Us a Message

General Assignment

Instant download - only $9.99.

• Fully editable & reusable
• Lifetime updates
• Accuracy guarantee

Other Forms You May Need

• Assignment of Assets
• Notice of Assignment
• Assignment of Contract

The virtual estate planning summit is back - Legacy Now Spring 2024

For Advisors

Expand your client relationships with estate planning advice

For Estate Planners

Scale and standardize your estate planning offering

Key Features

Easily Organize Estate Plans

Create client profiles with family, financial and estate information

Visualize Estate Plans

Interactive visualizations drive dynamic planning conversations

Strategize Planning Opportunities

Illustrate the impact of your clients' current and future planning

Create Estate Planning Documents

Deliver a fully integrated view of your clients’ estate

Dive deeper into estate and financial strategy.

Client Materials

Information to share with your clients.

Vanilla Academy

Where to learn about estate planning.

The latest news and editorial from Vanilla.

Webinars and Videos

On-demand webinars and videos on estate planning and more.

Get help from Vanilla and access the Knowledge Base.

Join Our Team

General Assignment of Assets

General assignment of assets to a trust is a legal process in which an individual transfers ownership of their property to a trust they have established. Facilitated by the use of the general assignment of assets document, this is a fundamental step in creating and funding a trust so the assets can pass according to the terms and instructions outlined in the trust document.

How do you transfer assets into a trust?

Completing a transfer of assets into a trust starts with drafting a formal trust document. This document outlines the terms, conditions, beneficiaries, trustee(s), and instructions for how the assets should be managed and distributed. 

To properly execute an assignment of personal property to a trust, you start by listing all of the assets you’d like to transfer. You can use estate planning software to ensure every asset is accounted for and nothing is missed when creating the list of assets to be transferred. After listing all assets to be transferred, the document is signed by the settlor to make the transfer official.

What kinds of property can a general assignment of assets be used for?

A general assignment of assets can be used for both personal property and real property. Personal property can be both intangible such as stocks or tangible like furniture, jewelry, or boats. Real property can include land, houses, apartments, or other buildings or real property. A best practice when completing an assignment of personal property into a trust is to be as specific as possible, especially when it comes to unique or highly valuable property such as collectibles or jewelry. 

What are the benefits of using a general assignment of assets document?

Before putting assets into a trust, they are typically held in an individual’s name. Upon an individual’s death, the assets pass by will or beneficiary designations. When you create a trust, however, the trust becomes a container to hold the assets that you’d like to distribute in a specific manner. 

Without moving assets into the trust, the trust is simply an empty container because only the assets inside the trust are subject to the terms of the trust agreement. That’s why it’s important to use a general assignment of assets document to ensure that the transfer of assets into the trust is official so there’s no confusion or conflict upon the settlor’s death. In case an individual fails to officially transfer assets into a trust before death, the general assignment of assets document serves as proof that those assets were designated as trust assets.

What else is important to know about the general assignment of assets document?

While the general assignment of assets document is one of many important estate planning documents that individuals should complete when they utilize a trust, it’s important to note that there may be other steps needed to ensure the assets are held in the trust. The following should be kept in mind for transferring certain kinds of property into a trust:

• Real Estate – Prepare and execute a deed transferring property ownership to the trust and ensure that the trust is listed as the owner on property records.
• Bank Accounts and Investments – Change the ownership and beneficiary designations of bank accounts, investment accounts, retirement accounts, life insurance policies, and annuities to ensure they align with your trust’s provisions.
• Personal Property – Be as specific as possible, being sure to describe the personal property in detail to ensure there’s no confusion or conflict upon the owner’s death. 
• Business Interests – If you own a business, you may assign your business interests to the trust through appropriate legal documentation, such as a buy-sell agreement or assignment of membership interests.

It’s also important that settlors inform relevant parties about the existence of the trust and the assets assigned to it. This may include notifying financial institutions, insurance companies, and key family members or beneficiaries.

Be the first to know the latest news, product updates, and more from Vanilla

Relevant terms.

Ready to get started?

Deliver a whole new client conversation experience

Talk to our sales team today.

Understanding Assignments

What this handout is about.

The first step in any successful college writing venture is reading the assignment. While this sounds like a simple task, it can be a tough one. This handout will help you unravel your assignment and begin to craft an effective response. Much of the following advice will involve translating typical assignment terms and practices into meaningful clues to the type of writing your instructor expects. See our short video for more tips.

Basic beginnings

Regardless of the assignment, department, or instructor, adopting these two habits will serve you well :

• Read the assignment carefully as soon as you receive it. Do not put this task off—reading the assignment at the beginning will save you time, stress, and problems later. An assignment can look pretty straightforward at first, particularly if the instructor has provided lots of information. That does not mean it will not take time and effort to complete; you may even have to learn a new skill to complete the assignment.
• Ask the instructor about anything you do not understand. Do not hesitate to approach your instructor. Instructors would prefer to set you straight before you hand the paper in. That’s also when you will find their feedback most useful.

Assignment formats

Many assignments follow a basic format. Assignments often begin with an overview of the topic, include a central verb or verbs that describe the task, and offer some additional suggestions, questions, or prompts to get you started.

An Overview of Some Kind

The instructor might set the stage with some general discussion of the subject of the assignment, introduce the topic, or remind you of something pertinent that you have discussed in class. For example:

“Throughout history, gerbils have played a key role in politics,” or “In the last few weeks of class, we have focused on the evening wear of the housefly …”

The Task of the Assignment

Pay attention; this part tells you what to do when you write the paper. Look for the key verb or verbs in the sentence. Words like analyze, summarize, or compare direct you to think about your topic in a certain way. Also pay attention to words such as how, what, when, where, and why; these words guide your attention toward specific information. (See the section in this handout titled “Key Terms” for more information.)

“Analyze the effect that gerbils had on the Russian Revolution”, or “Suggest an interpretation of housefly undergarments that differs from Darwin’s.”

Additional Material to Think about

Here you will find some questions to use as springboards as you begin to think about the topic. Instructors usually include these questions as suggestions rather than requirements. Do not feel compelled to answer every question unless the instructor asks you to do so. Pay attention to the order of the questions. Sometimes they suggest the thinking process your instructor imagines you will need to follow to begin thinking about the topic.

“You may wish to consider the differing views held by Communist gerbils vs. Monarchist gerbils, or Can there be such a thing as ‘the housefly garment industry’ or is it just a home-based craft?”

These are the instructor’s comments about writing expectations:

“Be concise”, “Write effectively”, or “Argue furiously.”

Technical Details

These instructions usually indicate format rules or guidelines.

“Your paper must be typed in Palatino font on gray paper and must not exceed 600 pages. It is due on the anniversary of Mao Tse-tung’s death.”

The assignment’s parts may not appear in exactly this order, and each part may be very long or really short. Nonetheless, being aware of this standard pattern can help you understand what your instructor wants you to do.

Interpreting the assignment

Ask yourself a few basic questions as you read and jot down the answers on the assignment sheet:

Why did your instructor ask you to do this particular task?

Who is your audience.

• What kind of evidence do you need to support your ideas?

What kind of writing style is acceptable?

• What are the absolute rules of the paper?

Try to look at the question from the point of view of the instructor. Recognize that your instructor has a reason for giving you this assignment and for giving it to you at a particular point in the semester. In every assignment, the instructor has a challenge for you. This challenge could be anything from demonstrating an ability to think clearly to demonstrating an ability to use the library. See the assignment not as a vague suggestion of what to do but as an opportunity to show that you can handle the course material as directed. Paper assignments give you more than a topic to discuss—they ask you to do something with the topic. Keep reminding yourself of that. Be careful to avoid the other extreme as well: do not read more into the assignment than what is there.

Of course, your instructor has given you an assignment so that he or she will be able to assess your understanding of the course material and give you an appropriate grade. But there is more to it than that. Your instructor has tried to design a learning experience of some kind. Your instructor wants you to think about something in a particular way for a particular reason. If you read the course description at the beginning of your syllabus, review the assigned readings, and consider the assignment itself, you may begin to see the plan, purpose, or approach to the subject matter that your instructor has created for you. If you still aren’t sure of the assignment’s goals, try asking the instructor. For help with this, see our handout on getting feedback .

Given your instructor’s efforts, it helps to answer the question: What is my purpose in completing this assignment? Is it to gather research from a variety of outside sources and present a coherent picture? Is it to take material I have been learning in class and apply it to a new situation? Is it to prove a point one way or another? Key words from the assignment can help you figure this out. Look for key terms in the form of active verbs that tell you what to do.

Key Terms: Finding Those Active Verbs

Here are some common key words and definitions to help you think about assignment terms:

Information words Ask you to demonstrate what you know about the subject, such as who, what, when, where, how, and why.

• define —give the subject’s meaning (according to someone or something). Sometimes you have to give more than one view on the subject’s meaning
• describe —provide details about the subject by answering question words (such as who, what, when, where, how, and why); you might also give details related to the five senses (what you see, hear, feel, taste, and smell)
• explain —give reasons why or examples of how something happened
• illustrate —give descriptive examples of the subject and show how each is connected with the subject
• summarize —briefly list the important ideas you learned about the subject
• trace —outline how something has changed or developed from an earlier time to its current form
• research —gather material from outside sources about the subject, often with the implication or requirement that you will analyze what you have found

Relation words Ask you to demonstrate how things are connected.

• compare —show how two or more things are similar (and, sometimes, different)
• contrast —show how two or more things are dissimilar
• apply—use details that you’ve been given to demonstrate how an idea, theory, or concept works in a particular situation
• cause —show how one event or series of events made something else happen
• relate —show or describe the connections between things

Interpretation words Ask you to defend ideas of your own about the subject. Do not see these words as requesting opinion alone (unless the assignment specifically says so), but as requiring opinion that is supported by concrete evidence. Remember examples, principles, definitions, or concepts from class or research and use them in your interpretation.

• assess —summarize your opinion of the subject and measure it against something
• prove, justify —give reasons or examples to demonstrate how or why something is the truth
• evaluate, respond —state your opinion of the subject as good, bad, or some combination of the two, with examples and reasons
• support —give reasons or evidence for something you believe (be sure to state clearly what it is that you believe)
• synthesize —put two or more things together that have not been put together in class or in your readings before; do not just summarize one and then the other and say that they are similar or different—you must provide a reason for putting them together that runs all the way through the paper
• analyze —determine how individual parts create or relate to the whole, figure out how something works, what it might mean, or why it is important
• argue —take a side and defend it with evidence against the other side

More Clues to Your Purpose As you read the assignment, think about what the teacher does in class:

• What kinds of textbooks or coursepack did your instructor choose for the course—ones that provide background information, explain theories or perspectives, or argue a point of view?
• In lecture, does your instructor ask your opinion, try to prove her point of view, or use keywords that show up again in the assignment?
• What kinds of assignments are typical in this discipline? Social science classes often expect more research. Humanities classes thrive on interpretation and analysis.
• How do the assignments, readings, and lectures work together in the course? Instructors spend time designing courses, sometimes even arguing with their peers about the most effective course materials. Figuring out the overall design to the course will help you understand what each assignment is meant to achieve.

Now, what about your reader? Most undergraduates think of their audience as the instructor. True, your instructor is a good person to keep in mind as you write. But for the purposes of a good paper, think of your audience as someone like your roommate: smart enough to understand a clear, logical argument, but not someone who already knows exactly what is going on in your particular paper. Remember, even if the instructor knows everything there is to know about your paper topic, he or she still has to read your paper and assess your understanding. In other words, teach the material to your reader.

Aiming a paper at your audience happens in two ways: you make decisions about the tone and the level of information you want to convey.

• Tone means the “voice” of your paper. Should you be chatty, formal, or objective? Usually you will find some happy medium—you do not want to alienate your reader by sounding condescending or superior, but you do not want to, um, like, totally wig on the man, you know? Eschew ostentatious erudition: some students think the way to sound academic is to use big words. Be careful—you can sound ridiculous, especially if you use the wrong big words.
• The level of information you use depends on who you think your audience is. If you imagine your audience as your instructor and she already knows everything you have to say, you may find yourself leaving out key information that can cause your argument to be unconvincing and illogical. But you do not have to explain every single word or issue. If you are telling your roommate what happened on your favorite science fiction TV show last night, you do not say, “First a dark-haired white man of average height, wearing a suit and carrying a flashlight, walked into the room. Then a purple alien with fifteen arms and at least three eyes turned around. Then the man smiled slightly. In the background, you could hear a clock ticking. The room was fairly dark and had at least two windows that I saw.” You also do not say, “This guy found some aliens. The end.” Find some balance of useful details that support your main point.

You’ll find a much more detailed discussion of these concepts in our handout on audience .

The Grim Truth

With a few exceptions (including some lab and ethnography reports), you are probably being asked to make an argument. You must convince your audience. It is easy to forget this aim when you are researching and writing; as you become involved in your subject matter, you may become enmeshed in the details and focus on learning or simply telling the information you have found. You need to do more than just repeat what you have read. Your writing should have a point, and you should be able to say it in a sentence. Sometimes instructors call this sentence a “thesis” or a “claim.”

So, if your instructor tells you to write about some aspect of oral hygiene, you do not want to just list: “First, you brush your teeth with a soft brush and some peanut butter. Then, you floss with unwaxed, bologna-flavored string. Finally, gargle with bourbon.” Instead, you could say, “Of all the oral cleaning methods, sandblasting removes the most plaque. Therefore it should be recommended by the American Dental Association.” Or, “From an aesthetic perspective, moldy teeth can be quite charming. However, their joys are short-lived.”

Convincing the reader of your argument is the goal of academic writing. It doesn’t have to say “argument” anywhere in the assignment for you to need one. Look at the assignment and think about what kind of argument you could make about it instead of just seeing it as a checklist of information you have to present. For help with understanding the role of argument in academic writing, see our handout on argument .

What kind of evidence do you need?

There are many kinds of evidence, and what type of evidence will work for your assignment can depend on several factors–the discipline, the parameters of the assignment, and your instructor’s preference. Should you use statistics? Historical examples? Do you need to conduct your own experiment? Can you rely on personal experience? See our handout on evidence for suggestions on how to use evidence appropriately.

Make sure you are clear about this part of the assignment, because your use of evidence will be crucial in writing a successful paper. You are not just learning how to argue; you are learning how to argue with specific types of materials and ideas. Ask your instructor what counts as acceptable evidence. You can also ask a librarian for help. No matter what kind of evidence you use, be sure to cite it correctly—see the UNC Libraries citation tutorial .

You cannot always tell from the assignment just what sort of writing style your instructor expects. The instructor may be really laid back in class but still expect you to sound formal in writing. Or the instructor may be fairly formal in class and ask you to write a reflection paper where you need to use “I” and speak from your own experience.

Try to avoid false associations of a particular field with a style (“art historians like wacky creativity,” or “political scientists are boring and just give facts”) and look instead to the types of readings you have been given in class. No one expects you to write like Plato—just use the readings as a guide for what is standard or preferable to your instructor. When in doubt, ask your instructor about the level of formality she or he expects.

No matter what field you are writing for or what facts you are including, if you do not write so that your reader can understand your main idea, you have wasted your time. So make clarity your main goal. For specific help with style, see our handout on style .

Technical details about the assignment

The technical information you are given in an assignment always seems like the easy part. This section can actually give you lots of little hints about approaching the task. Find out if elements such as page length and citation format (see the UNC Libraries citation tutorial ) are negotiable. Some professors do not have strong preferences as long as you are consistent and fully answer the assignment. Some professors are very specific and will deduct big points for deviations.

Usually, the page length tells you something important: The instructor thinks the size of the paper is appropriate to the assignment’s parameters. In plain English, your instructor is telling you how many pages it should take for you to answer the question as fully as you are expected to. So if an assignment is two pages long, you cannot pad your paper with examples or reword your main idea several times. Hit your one point early, defend it with the clearest example, and finish quickly. If an assignment is ten pages long, you can be more complex in your main points and examples—and if you can only produce five pages for that assignment, you need to see someone for help—as soon as possible.

Tricks that don’t work

Your instructors are not fooled when you:

• spend more time on the cover page than the essay —graphics, cool binders, and cute titles are no replacement for a well-written paper.
• use huge fonts, wide margins, or extra spacing to pad the page length —these tricks are immediately obvious to the eye. Most instructors use the same word processor you do. They know what’s possible. Such tactics are especially damning when the instructor has a stack of 60 papers to grade and yours is the only one that low-flying airplane pilots could read.
• use a paper from another class that covered “sort of similar” material . Again, the instructor has a particular task for you to fulfill in the assignment that usually relates to course material and lectures. Your other paper may not cover this material, and turning in the same paper for more than one course may constitute an Honor Code violation . Ask the instructor—it can’t hurt.
• get all wacky and “creative” before you answer the question . Showing that you are able to think beyond the boundaries of a simple assignment can be good, but you must do what the assignment calls for first. Again, check with your instructor. A humorous tone can be refreshing for someone grading a stack of papers, but it will not get you a good grade if you have not fulfilled the task.

Critical reading of assignments leads to skills in other types of reading and writing. If you get good at figuring out what the real goals of assignments are, you are going to be better at understanding the goals of all of your classes and fields of study.

You may reproduce it for non-commercial use if you use the entire handout and attribute the source: The Writing Center, University of North Carolina at Chapel Hill

Make a Gift

General Principles of Assignments in Real Estate Transactions

Assume a seller, ABC Company, enters into a contract to sell a parcel of land (referred to here as “Blackacre”) to Ms. Green. Ms. Green subsequently assigns her interest in the contract to Mr. Smith. Such assignments of contracts of purchase and sale raise a number of practical issues—e.g. notice to the seller, payment for the assignment, and transfer of the deposit—that affect not only the seller but also the original purchaser and the eventual purchaser. A party wishing to assign its interest in a contract of purchase and sale to a new party should not assume that the matter is as simple as entering into an assignment with the new party and then walking away and forgetting about the contract.

A real estate contract will often contain provisions that limit or prohibit an assignment of a party’s interest in the contract. If the contract is silent as to the rights to the parties to assign their interests in the contract, then the rights of the parties, with few exceptions, can be assigned. Normally, assignments of contracts relating to the purchase and sale of real estate involve the purchaser assigning its interest in the contract; however, it is not unheard of to have the seller assign its interest in the contract.

In our scenario, to be binding on it as the seller, ABC Company must be given notice of the assignment, although it does not have to receive a copy of the assignment or the business terms relating to the assignment. If ABC Company has been given notice that Ms. Green’s interest in the contract has been assigned, it may be concerned that she is ‘flipping’ her interest in the contract for a profit. Consequently, ABC Company may wish to seek advice as to whether the contract is enforceable.

Assuming that Mr. Smith is paying Ms. Green a specified amount of money for the assignment, the question arises as to when this money will be paid. Ms. Green will want the money to be paid when they enter into the assignment but Mr. Smith will want to pay at the time that they complete the purchase and sale of Blackacre. In most cases, the latter time period is the norm but, in any case, money paid for an assignment is subject to the Goods and Services Tax.

Ms. Green will likely have paid a deposit to ABC Company pursuant to the contract and will want the deposit to be repaid to her at the time of the assignment rather than having to wait until the purchase and sale of Blackacre is completed. It would not be unusual for Mr. Smith to reimburse the deposit to Ms. Green at the time that they enter into the assignment.

Mr. Smith should look to obtain assurances by way of representations and warranties from Ms. Green that the contract to purchase Blackacre is in full force and effect and that her interest can be assigned to him. In turn, Ms. Green should look to obtain representations and warranties from Mr. Smith that he will fulfill her obligations to complete the purchase of Blackacre since an assignment will not release Ms. Green of her obligations under the contract unless such release is specifically provided for—and has been agreed to by ABC Company.

Frequently, and contrary to the scenario presented here, a contract for a real estate transaction will often limit the right of the purchaser to assign its interest in the contract. A common limitation is that “. . . the purchaser may only assign its interest in the contract with the consent of the seller, such consent not to be unreasonably withheld.” In most cases, it would not be unreasonable for the seller to insist that the assignee contract directly with the seller to fulfill the obligations of the assignor under the contract so that, if there is a default, the seller has the right to seek remedies against both the assignor and the assignee.

So long as all parties to a contract of purchase and sale are aware of their rights and obligations, the completion of a purchase and sale where a contract has been assigned can and should proceed in a straightforward manner.

Learn More About Commercial Real Estate

Our Commercial Real Estate Group has experience in all aspects of the law and practice related to commercial property acquisitions, management, structuring, development and sales. 

Related Articles

Articles | Dec 23, 2021

Critical March 1, 2022 Deadline for Preserving Non-Domestic Water Rights Nears

Case Studies | Jan 8, 2021

Lease found to be "clear and unambiguous"

Articles | Apr 20, 2020

Real Estate Transactions and COVID: Challenges to Closing

Or call toll-free at 1-877-682-4404

This field is required

Subscribe to our mailing list

• Employment Law Seminar
• Construction Law Seminar
• Women's Event
• Golf Tournament
• Hockey Night
• Client Reception
• Employment Alert

• General Assignment

We offer a team of experts to analyze the details of each unique situation and develop a deal structure based on sound business and legal principles.

What is general assignment.

Whether the distressed business is a corporation, a limited liability company, a partnership, an institutional lender faced with troubled credit, or a venture capital firm with a distressed portfolio company, one solution is a general assignment, or Assignment for Benefit of Creditors (ABC). An ABC is a nonjudicial liquidation process that tends to be far less costly and time-consuming than bankruptcy. 

A general assignment is preferred by secured creditors, as it reduces their own legal costs as well as the risks related to asset sale and foreclosure. In bankruptcy, there are a number of traps for the unwary, but in a general assignment – given Insolvency Services Group’s (ISG) unique, in-house legal expertise – the distressed company is better able to steer around hidden obstacles.

At ISG, we specialize in tailoring this process to meet the needs of the distressed company, consistent with the legal rights of and duties to creditors. We assess and confer with the distressed company and its management to determine whether a general assignment is the appropriate tool. We offer a team of experts to analyze the details of each unique situation and develop a deal structure based on sound business and legal principles which will withstand scrutiny.

Advantages of General Assignment

In California, there is no court involved in the commencement of general assignments – it is an out-of-court contractual device. The laws of assignments in other states vary, and ISG can assist companies in determining the applicable requirements for commencing and pursuing a general assignment for companies located outside of California.

No California court oversees general assignments, so there is no formal court approval for the disposition of assets. That means greater flexibility and less delay in selling and disposing of assets, with a greater net recovery to creditors and other parties in interest. In turn, the resolution is faster and the overall expense is lower.

The option of selecting a reputable assignee is critical. Unlike bankruptcy, distressed companies have the ability to choose a well-recognized and respected assignee who is able to better drive the process to a successful conclusion and defend an involuntary bankruptcy petition, should creditors seek to challenge the general assignment.

General Assignment Through ISG

A team of experts to analyze the details of each situation

Industry-specific experience backed by decades of success

Specialization from both a business and legal standpoint

General Assignment Cases

Total assets, total liabilities, “i have worked with the insolvency services group (isg) for over 20 years. joel weinberg, the principal of isg, is a true fiduciary with a hands-on approach who guides the isg assignments for the benefit of creditors and receiverships to ensure they are conducted in accordance with applicable law and withstand any challenge. gunther gee, who assists joel with all of the isg matters, has a wealth of insolvency experience and works closely with all of the isg clients to ensure the best result. the isg team handles insolvency cases involving almost every industry and is well-aware of and has solutions for the industry-specific issues that will undoubtedly arise. isg is well-suited for both the highly complex cases with multiple asset sales involving existing equity acquirers as well as the simple wind-down of a small company. above all, the isg team is creative and resolves problems with a practical approach, which results in streamlined and cost-efficient cases. if you are considering an assignment for the benefit of creditors or a receivership, i highly recommend that you reach out to isg.”.

– Eve H. Karasik, Esq., Levene, Neale, Bender, Yoo & Brill

Maximize your recovery

And protect your integrity in the industry.

Username or Email Address

Remember Me

• Our History
• Receiverships
• Other Services
• Creditor Information

A banker asked us: General vs specific assignments of rents and leases in Ontario

Q: What is the difference between a general assignment of rents and leases and a specific assignment of rents and leases, and when should I include them in my term sheet for a commercial real estate financing of an Ontario property?

A: In situations where a borrower owns real property in Ontario that either is or will be leased to third party tenants, a lender should consider obtaining either a general assignment of rents and leases or a specific assignment of rents and leases in addition to a mortgage on the secured property. Like a mortgage, an assignment of rents and leases should be registered against title to the subject property, and in addition, should be registered under the applicable personal property security legislation as the rents and leases that are being secured by the assignment fall within the definition of personal property under that legislation. [1]

An assignment of rents and leases, be it a general assignment of rents and leases or a specific assignment of rents and leases, provides a lender with two principal benefits which may be realized by the lender after an event of default:

• it permits the lender to receive the rent payments that the borrower/landlord would otherwise be entitled to, and this revenue stream from the tenants is a significant asset that should be secured; and,
• it permits the lender to step into the shoes of the borrower/landlord and exercise all of the rights and remedies available to the landlord to ensure that the full benefit and value of the lease is realized by the lender, which includes for example, the right to demand payment in the event of non-payment of rent by a tenant and to assign the lease to a purchaser in the event of a power of sale proceeding.

The only difference between a general assignment of rents and leases and a specific assignment of rents and leases is the revenue streams and leases to which they apply. A general assignment of rents and leases applies to all present and future rental income and leases in respect of a particular property. Once in place, a general assignment of rents and leases gives the lender a right to the rental income and the ability to exercise all of the rights of the landlord under a lease in respect of all leases of the property, including but not limited to any new leases, subleases or assignments of lease entered into after the assignment is granted and registered. In contrast to this, a specific assignment of rents and leases only applies to leases which are specifically listed in the document. In the event that any of the specifically listed leases expire or are terminated, and/or a new lease or sublease is put in place, the specific assignment of leases will not apply to this new lease or sublease and the lender will have no right to the rental income or rights resulting from the new lease or sublease.

In most lending situations, the lender will prefer a general assignment of rents and leases as it provides the most comprehensive security. The lender will have security over all rental income, and be able to exercise the rights of the landlord, regardless of who the tenants are in the future, or what leases the borrower has in place at the time of default under the terms of the loan or credit facility. However, where there is a principal or anchor tenant that represents a preponderance of the rental income, and/or the borrower objects to a general assignment of rents and leases securing all rents and leases as too broad a security interest, the lender may only be interested in securing the rental income and landlord rights associated with a specific principal or anchor lease, or a particular group of leases. In such a situation, a specific assignment of rents and leases may be a reasonable compromise position for a lender to adopt. Alternatively, in situations where multiple lenders are taking security in a particular parcel of real property, specific assignments of rents and leases allow the various lenders to divide the rental income and leases among themselves, with each lender only obtaining security in a specifically agreed upon lease or group of leases.

The above is a general overview of general and specific assignments of rents and leases. The professionals in Gowling WLG (Canada) LLP’s financial services practice group would be pleased to discuss your lending and real property security needs in greater detail, and help you chose the security documents most appropriate for your lending needs.

[1] Some financial institutions have chosen to incorporate into their Standard Charge Terms for their mortgages various provisions that serve as a general assignment of rents, and they do not register a separate general assignment of rents as a result.

• [email protected]
• T:  +1 519-575-7511
• Download vCard for  Rosa Lupo

Related Insights & Resources

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

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

Updated October 29, 2020:

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

What Is an Assignment of Contract?

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

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

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

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

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

How Assignments Work

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

When Assignments Will Not Be Enforced

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

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

Delegation vs. Assignment

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

Characteristics of Assignments

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

Three Steps to Follow if You Want to Assign a Contract

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

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

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

Anti-Assignment Clauses

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

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

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

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

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

Content Approved by UpCounsel

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

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.

Meet some of our Lawyers

Marykaren R.

I provide legal advice and guidance on complex privacy laws and regulations including: Privacy Policies, incident response & state data breach notification laws, privacy risk and risk assessments, PIAs/DPIAs, contracts, and policies and procedures to help build consumer trust and ensure compliance. I am successful by encouraging collaboration with stakeholders to ensure a successful and sustainable program.

Led by Tamla N. Lloyd, Esquire, our firm prioritizes a client-centered approach and aim to provide comprehensive, personalized services to help clients achieve their legal goals.

Born and raised in St. Louis, MO. Bachelors Degree from the University of Iowa. Masters Degree from the University of Melbourne. J.D. from the University of Kansas. Licensed to practice law in Missouri and Kansas. Tennessee currently pending.

I graduated from Wayne State University in 1992 and was admitted to practice in Michigan the same year. I've been practicing in Traverse City since 1993. My goal is for clients to feel that I am accessible and prompt, while providing quality and affordable legal services.

With more than twenty years of experience, Attorney Paul Petrillo has written contracts, business agreements, wills, trusts and the like. Licensed in both New Hampshire and Massachusetts, Attorney Petrillo is regular user of remote and virtual communications and document exchanges, such as DocuSign, Adobe e-sign, as well as virtual meetings using Zoom and Webex, to make drafting contracts and communicating with clients quick and easy.

Stephen is a graduate of Nova Southeastern University - Shepard Broad College of Law, Stephen is licensed to practice in New Jersey and New York. He focuses on Morris, Passaic, and Bergen County, New Jersey, but services all of New Jersey. Before graduating, Stephen did an externship in Denver, Colorado with a focus on land use and development. Upon returning to New Jersey, he focused on Condominium and Home Owner Association. He also worked with Residential Real Estate Transactions and Estate Planning clients.

Admitted in NC in 1994. Law degrees from English and US law schools. Civil and criminal litigation experience as well as in house corporate attorney. Recipient of the highest civilian honors from 14 states, the Ellis Island Medal of Honor, a papally blessed knighthood and listed in NLJ as a recipient of on of their Pro Bono Attorney of the Year Award winners and the NLJ top 40 trial lawyers in the USA under 40 years old.

Find the best lawyer for your project

Need help with a contract agreement.

Post Your Project

Get Free Bids to Compare

Hire Your Lawyer

CONTRACT LAWYERS BY TOP CITIES

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

ASSIGNMENT OF CONTRACT LAWYERS BY CITY

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

Learn About Contracts

• Novation Contract

other helpful articles

• How much does it cost to draft a contract?
• Do Contract Lawyers Use Templates?
• How do Contract Lawyers charge?
• Business Contract Lawyers: How Can They Help?
• What to look for when hiring a lawyer

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

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

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

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

How It Works

Want to speak to someone.

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

Find lawyers and attorneys by city

Assessing Assignability: Transferring Contractual Rights or Obligations | Practical Law

Assessing Assignability: Transferring Contractual Rights or Obligations

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

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

Distinguishing Between Assignment and Delegation

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

Characteristics of Assignments

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

Characteristics of Delegation

The general rule governing assignment and delegation.

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

Contracts That Present the Greatest Challenges

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

Personal Services Contracts

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

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

When Does an Involuntary Transfer Trigger a Restricted Transfer?

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

Drafting and Negotiating Anti-assignment and Anti-delegation Clauses

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

Official websites use .gov

Secure .gov websites use HTTPS

General Officer Assignments

The Chief of Staff of the Army announces the following officer assignments:

Maj. Gen. Kimberly M. Colloton, deputy commanding general for Military and International Operations, U.S. Army Corps of Engineers, Washington, D.C., to deputy chief of engineers, Office of the Chief of Engineers, U.S. Army; and deputy commanding general, U.S. Army Corps of Engineers, Washington, D.C.

Maj. Gen. Lance G. Curtis, deputy chief of staff, G-4, U.S. Army Forces Command, Fort Liberty, North Carolina, to commanding general, Military Surface Deployment and Distribution Command, Scott Air Force Base, Illinois.

Maj. Gen. Christopher L. Eubank, commanding general, U.S. Army Network Enterprise Technology Command, Fort Huachuca, Arizona, to chief of staff, U.S. Strategic Command, Offutt Air Force Base, Nebraska.

Maj. Gen. Clair A. Gill, deputy director for Regional Operations and Force Management, J-3, Joint Staff, Washington, D.C., to commanding general, U.S. Army Aviation Center of Excellence and Fort Novosel, Fort Novosel, Alabama.

Maj. Gen. Gavin A. Lawrence, commanding general, Military Surface Deployment and Distribution Command, Scott Air Force Base, Illinois, to deputy chief of staff for Logistics and Operations, U.S. Army Materiel Command, Redstone Arsenal, Alabama.

Maj. Gen. Kevin C. Leahy, commander, Special Operations Command Central, U.S. Special Operations Command, MacDill Air Force Base, Florida, to commander, Combined Joint Task Force-Operation Inherent Resolve, Operation Inherent Resolve, Iraq.

Maj. Gen. Michael C. McCurry II, commanding general, U.S. Army Aviation Center of Excellence and Fort Novosel, Fort Novosel, Alabama, to chief of staff, U.S. Army Futures Command, Austin, Texas.

Brig. Gen. Stephanie R. Ahern, director of Concepts, Futures and Concepts Center, U.S. Army Futures Command, Adelphi, Maryland, to commandant, U.S. Army War College, Carlisle Barracks, Pennsylvania.

Brig. Gen. Sarah K. Albrycht, commandant, U.S. Army Military Police School, U.S. Army Maneuver Support Center of Excellence, Fort Leonard Wood, Missouri, to provost marshal general, U.S. Army, and commanding general, Army Corrections Command, Washington, D.C.

Brig. Gen. Guillaume N. Beaurpere, commanding general, U.S. Army John F. Kennedy Special Warfare Center and School, Fort Liberty, North Carolina, to chief of staff, U.S. Special Operations Command, MacDill Air Force Base, Florida.

Brig. Gen. Chad C. Chalfont, deputy commanding general (Maneuver), 1st Cavalry Division, Fort Cavazos, Texas, to commandant, U.S. Army Armor School, U.S. Army Maneuver Center of Excellence, Fort Moore, Georgia.

Brig. Gen. Kendall J. Clarke, deputy commanding general (Operations), 10th Mountain Division (Light Infantry), Fort Drum, New York, to director of Concepts, Futures and Concepts Center, U.S. Army Futures Command, Joint Base Langley-Eustis, Virginia.

Brig. Gen. Jasper Jeffers III, deputy director for Special Operations and Counter-Terrorism, J-3, Joint Staff, Washington, D.C., to commander, Special Operations Command Central, U.S. Special Operations Command, MacDill Air Force Base, Florida.

Brig. Gen. Shane P. Morgan, commandant, U.S. Army Field Artillery School, U.S. Army Fires Center of Excellence, Fort Sill, Oklahoma, to deputy director for Regional Operations and Force Management, J-3, Joint Staff, Washington, D.C.

Brig. Gen. Jason B. Nicholson, commanding general, U.S. Army Security Assistance Command, Redstone Arsenal, Alabama, to director, Strategy, Plans and Policy, Office of the Deputy Chief of Staff, G-3/5/7, U.S. Army, Washington, D.C.

Brig. Gen. Michael J. Simmering, commandant, U.S. Army Armor School, U.S. Army Maneuver Center of Excellence, Fort Moore, Georgia, to commanding general, First Army Division East, Fort Knox, Kentucky.

Brig. Gen. Brian D. Vile, commandant, U.S. Army Cyber Warfare School and Chief of Cyber, Fort Eisenhower, Georgia, to deputy director, Future Operations, J-3, U.S. Cyber Command, Fort Meade, Maryland.

Brig. Gen. Scott D. Wilkinson, commanding general, U.S. Army Special Operations Aviation Command; and deputy commanding general-Futures, U.S. Special Operations Command, Fort Liberty, North Carolina, to chief, Legislative Liaison, Office of the Secretary of the Army, Washington, D.C.

Col. (Promotable) Jeremy A. Bartel, chief of staff, U.S. Army Central, Shaw Air Force Base, South Carolina, to commander, Special Operations Joint Task Force-Central, Operation Enduring Sentinel, Qatar.

Col. (Promotable) James T. Blejski Jr., assistant chief of staff, G-3, U.S. Army Intelligence and Security Command, Fort Belvoir, Virginia, to director of intelligence, J-2, U.S. Special Operations Command, MacDill Air Force Base, Florida.

Col. (Promotable) Robert G. Born, deputy commander (Support), 1st Cavalry Division, Fort Cavazos, Texas, to deputy commander (Maneuver), 1st Cavalry Division, Fort Cavazos, Texas.

Col. (Promotable) Kirk E. Brinker, deputy commander (Support), 1st Special Forces Command (Airborne), Fort Liberty, North Carolina, to deputy commander, U.S. Army Special Operations Command, Fort Liberty, North Carolina.

Col. (Promotable) Kevin S. Chaney, project manager, Future Attack Reconnaissance Aircraft, Program Executive Office Aviation, Redstone Arsenal, Alabama, to deputy, Program Executive Office, Command, Control and Communication (Tactical), Aberdeen Proving Ground, Maryland.

Col. (Promotable) Kenneth C. Cole, deputy commander (Support), 101st Airborne Division (Air Assault), Fort Campbell, Kentucky, to deputy commander, U.S. Army Aviation Center of Excellence, Fort Rucker, Alabama.

Col. (Promotable) Ronald L. Franklin Jr., NATO Branch Chief, J-5, U.S. European Command, Germany, to senior defense official and defense attaché, U.S. Defense Attaché Office, Russia.

Col. (Promotable) Rogelio J. Garcia, deputy commander (Support), 25th Infantry Division, Schofield Barracks, Hawaii, to commandant of cadets, U.S. Military Academy, West Point, New York.

Col. (Promotable) Peter C. Glass, deputy director/chief of staff, Futures and Concepts Center, U.S. Army Futures Command, Joint Base Langley-Eustis, Virginia, to deputy commander (Support), 1st Cavalry Division, Fort Cavazos, Texas.

Col. (Promotable) Joseph C. Goetz II, commandant, U.S. Army Engineer School, U.S. Army Maneuver Support Center of Excellence, Fort Leonard Wood, Missouri, to commander, Pacific Ocean Division, U.S. Army Corps of Engineers, Fort Shafter, Hawaii.

Col. (Promotable) Phillip J. Kiniery III, deputy commander (Operations), 101st Airborne Division (Air Assault), Fort Campbell, Kentucky, to commandant, U.S. Army Infantry School, U.S. Army Maneuver Center of Excellence; and director, Future Soldier Lethality Cross Functional Team, Army Futures Command, Fort Moore, Georgia.

Col. (Promotable) Paul T. Krattiger, deputy commander (Support), 1st Armored Division, Fort Bliss, Texas, to deputy commander (Operations), 1st Armored Division, Fort Bliss, Texas.

Col. (Promotable) Matthew J. Lennox, deputy commander, Cyber National Mission Force, U.S. Cyber Command, Fort Meade, Maryland, to deputy commander, Joint Force Headquarters-Cyber, U.S. Army Cyber Command, Fort Eisenhower, Georgia.

Col. (Promotable) Robert J. Mikesh Jr., project manager, Integrated Personnel and Pay System–Army, Program Executive Office Enterprise Information Systems, Arlington, Virginia, to deputy program executive officer, Enterprise Information Systems, Fort Belvoir, Virginia.

Col. (Promotable) Jin H. Pak, commandant, U.S. Army Quartermaster School, U.S. Army Sustainment Center of Excellence, Fort Gregg-Adams, Virginia, to commander, 19th Expeditionary Sustainment Command, Eighth Army, Republic of Korea.

Col. (Promotable) Allen J. Pepper, senior defense official and defense attaché, U.S. Defense Attaché Office, Iraq, to commander, U.S. Army Security Assistance Command, Redstone Arsenal, Alabama.

Col. (Promotable) Brendan C. Raymond, director of integration, Office of the Deputy Chief of Staff, G-8, U.S. Army, Washington, D.C., to deputy commander (Support), 4th Infantry Division, Fort Carson, Colorado.

Col. (Promotable) Adam D. Smith, deputy commander for operations, U.S. Army Recruiting Command, Fort Knox, Kentucky, to The Adjutant General of the U.S. Army, U.S. Army Human Resources Command; commander, U.S. Army Physical Disability Agency; and executive director, Military Postal Service Agency, Fort Knox, Kentucky.

Col. (Promotable) Kevin J. Williams, chief of staff, Joint Task Force–Red Hill, U.S. Indo-Pacific Command, Honolulu, Hawaii, to deputy commander (Operations), 25th Infantry Division, Schofield Barracks, Hawaii.

Subscribe to Defense.gov Products

Choose which Defense.gov products you want delivered to your inbox.

Defense.gov

Helpful links.

• Live Events
• Today in DOD
• For the Media
• DOD Resources
• DOD Social Media Policy
• Help Center
• DOD / Military Websites
• Agency Financial Report
• Value of Service
• Taking Care of Our People
• FY 2025 Defense Budget
• National Defense Strategy

The Department of Defense provides the military forces needed to deter war and ensure our nation's security.

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

Legal Templates

Home Business Assignment Agreement

Assignment Agreement Template

Use our assignment agreement to transfer contractual obligations.

Updated February 1, 2024 Reviewed by Brooke Davis

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

What Is an Assignment Agreement?

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

Partnership Interest

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

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

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

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

Create a thorough assignment agreement by including the following information:

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

Review the Contract Terms

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

Check for Anti-Assignment Clauses

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

Determine Assignability

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

Get Consent from the Other Party (if Required)

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

Prepare an Assignment Agreement

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

Include Original Contract Information

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

Execution of the Assignment Agreement

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

Notice to the Other Party

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

File the Assignment

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

Communicate with Third Parties

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

Keep Copies for Records

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

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

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

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

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

Step 2 – Provide Original Contract Information

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

Step 3 – State the Consideration

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

Step 4 – Provide Any Terms and Conditions

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

Step 5 – Obtain Signatures

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

Related Documents

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

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

Thank you for downloading one of our free legal templates!

Would you leave us a review?

We hope you've found what you need and can avoid the time, costs, and stress associated with dealing with a lawyer.

A review would mean the world to us (it only takes about 15 seconds).

Thanks again, and good luck!

Office of the University Registrar (OUR)

Room summary – general assignment – capacity sorted.

This page displays the features of each room sorted by room capacity . For the same list alpha-sorted by classroom , see  Room Summary – General Assignment – Classroom Sorted .

By selecting a specific room, photos of the room’s interior display.

Assignment 1: Forming a Team

Due: Monday, April 8, 2024 at 11:59PM

This quarter, you're going to try to replicate an experimental result from a networking research paper. We say try because you might not be able to! Whether you can or can't, both are useful scientific results: you'll write up your results and publish them on the Reproducing Networking Research blog. We focus on replicating an prior result because it introduces a degree of complexity and rigor which is hard to encounter in a one quarter open research project.

There are four major milestones to your project:

Assembling a group of 3-4 people to work together throughout the quarter

Propose a research result that you will replicate

Submit a midterm report in Week 6

Present, write up and publish your final results

When you're done with this assignment, you should have

learned the difference between repeating, reproducing, and replicating research results,

grown from a group into a team, with shared goals and expectations, and

agreed on a general topic in networking you'd like to replicate a result from.

1 Repeatability, Reproducibility, and Replicability

This quarter, you'll try to replicate a prior result from a networking research paper. How is this different from reproducing a result, or repeating a result? The three terms means distinct things. Read how the ACM defines the three terms .

In prior years, students in CS244 spent 3 weeks reproducing a result . We found that while this experience was valuable, with the increasing emphasis on reproducibility in ACM conferences achieving this, is often quite simple: download some code and running a few scripts. While this is good for the research community generally, it doesn't give you a deeper understanding of a networking result. We've therefore transitioned to replicating results – you will re-implement a system based on the description in a paper and measure what you've built.

2 Form a Team

cribbed from Erin MacDonald

The most important parts of a successful team are:

Finding a time when everyone meets, as a group, each week, for at least two hours.

Having similar expectations for the course and the amount of time you will spend on it. Each student should expect to spend about five hours outside of class per week on the project.

Find a Time to Meet

Compare your schedules to find a time block of at least two hours when you all can meet. Commit to meeting at this time each week and working together. If something comes up and someone can't make it, be sure to schedule another time for that week.

Agree on an Area of Networking Research to Explore

Look over the programs from recent SIGCOMM, NSDI, INFOCOM, CoNEXT, Mobicom, and Mobisys conferences. Look at the sessions and titles of papers. The goal isn't to yet focus on a single paper, it's to find an area you all find interesting and would like to learn more about. Your next assignment will be to pick a particular result from a partcular paper to replicate.

Write a Charter

A team charter is a document of your own design. It should be “artfully” designed, expressing some interests and passions of your team. Things to discuss:

What are your goals for the class? Please have each member discuss individually.

Talk about some triumphs and challenges on past team assignments.

Take this quiz . Discuss whether or not you agree with the classification. It will give you a starting point for discussing your interests in your project.

Include in the charter:

Who are your team members?

What is your team mascot?

How will the team celebrate triumphs?

How will the team make important decisions?

How will the team resolve conflicts and discuss problems?

Leadership: What does “leadership” mean to your team?

Who is the person that hits “submit” on your reports and milestones? The one who crosses the “t”s and dots the “i”s? You can assign different people to be in charge of different reports and milestones, but it helps to have a clear person in charge for each one.

What are the skills of the team members? What special skill does everyone bring to the team?

When will the team meet as a group each week? Please be precise.

What will be the procedure for missing or being late to this meeting? How much advance notice must be given and using what method? (We recommend that last-minute text messaging is not used to inform team members that a member will be late or miss a meeting.)

How will you design your software so people can work independently, through stable and well-defined interfaces?

What area(s) of networking research will you explore?

4 Handing In

Send an email to [email protected], with the subject “Team <NAME>”, attaching your charter as a PDF.

• Election 2024
• Entertainment
• Newsletters
• Photography
• Personal Finance
• AP Investigations
• AP Buyline Personal Finance
• Press Releases
• Israel-Hamas War
• Russia-Ukraine War
• Global elections
• Asia Pacific
• Latin America
• Middle East
• Election Results
• Delegate Tracker
• AP & Elections
• March Madness
• AP Top 25 Poll
• Movie reviews
• Book reviews
• Personal finance
• Financial Markets
• Business Highlights
• Financial wellness
• Artificial Intelligence
• Social Media

Here’s what you need to know about the world’s largest democratic election kicking off in India

FILE- Indian women stand in a queue to cast their votes in Rajnandgaon, in the central Indian state of Chhattisgarh, April 17, 2014. With a population of over 1.4 billion people and close to 970 million voters, India’s 2024 general election will pit Prime Minister Narendra Modi, an avowed Hindu nationalist, against a broad alliance of opposition parties that are struggling to play catch up. (AP Photo/Rafiq Maqbool, File)

Indian Prime Minister Narendra Modi speaks at an election campaign rally in Meerut, India, Sunday, March 31, 2024. (AP Photo/Altaf Qadri)

FILE- Newly elected lawmakers from India’s ruling alliance led by the Hindu nationalist Bharatiya Janata Party raise their hands in support of Narendra Modi being elected their leader in New Delhi, India, May 25, 2019. India’s 6-week-long general elections begin on April 19, 2024, and results will be announced on June 4. The voters, who comprise over 10% of the world’s population, will elect 543 members for the lower house of Parliament for a term of five years. (AP Photo/Manish Swarup, File)

FILE- Leaders from the opposition INDIA alliance sit for a press briefing in Mumbai, India, Friday, Sept. 1, 2023. The opposition has united under a front called INDIA. The acronym, which stands for Indian National Developmental Inclusive Alliance, comprises India’s previously fractured opposition parties that are aiming to deny Modi a third straight win in the 2024 elections. (AP Photo/Rajanish Kakade, File)

FILE - In this Sunday, Nov. 25, 2018, photo, a man holds a brick reading “Jai Shree Ram” (Victory to Lord Ram) as bricks of the old Babri Mosque are piled up in Ayodhya, in the central Indian state of Uttar Pradesh. Most pre-poll surveys suggest Modi is likely to win the 2024 elections comfortably, especially after he opened a Hindu temple built on the ruins of the historic mosque in northern Ayodhya city in January, which fulfilled his party’s long-held Hindu nationalist pledge. (AP Photo/Bernat Armangue, File)

FILE- Election officers carry Electronic Voting Machines (EVM) on board a ferry to cross the Sowansiri river to reach a polling center on the eve OF elections in Majuli, India, March 26, 2021. The 6-week-long general elections will begin on April 19, 2024, and results will be announced on June 4. While voters in the United States and elsewhere use paper ballots, India uses Electronic Voting Machines or EVMs. (AP Photo/Anupam Nath, File)

FILE- Indians crowd ticket counters at the railway station in Ahmadabad, India, Oct. 23, 2011. With a population of over 1.4 billion people and close to 970 million voters, India’s general election that begins April 19, 2024, pits Prime Minister Narendra Modi, an avowed Hindu nationalist, against a broad alliance of opposition parties that are struggling to play catch up. (AP Photo/Ajit Solanki, File)

Bharatiya Janata Party (BJP) supporters wear masks of Indian Prime Minister Narendra Modi during an election rally addressed by Modi in Meerut, India, Sunday, March 31, 2024. (AP Photo/Altaf Qadri)

FILE- Workers use machinery at a coastal road project construction site in Mumbai, India, Aug. 26, 2021. With a population of over 1.4 billion people and close to 970 million voters, India’s 2024 general election pits Prime Minister Narendra Modi, an avowed Hindu nationalist, against a broad alliance of opposition parties that are struggling to play catch up. India’s large economy is among the fastest growing in the world. The UNDP’s latest Asia-Pacific Human Development Report says that India has emerged among the top countries with high income and wealth inequality. (AP Photo/Rafiq Maqbool, File)

• Copy Link copied

NEW DELHI (AP) — The world’s largest democratic election could also be one of its most consequential.

With a population of over 1.4 billion people and close to 970 million voters, India’s general election pits Prime Minister Narendra Modi, an avowed Hindu nationalist, against a broad alliance of opposition parties that are struggling to play catch up.

Over 50 countries go to the polls in 2024

• The year will test even the most robust democracies. Read more on what’s to come here .
• Take a look at the 25 places where a change in leadership could resonate around the world.
• Keep track of the latest AP elections coverage from around the world here.

The 73-year-old Modi first swept to power in 2014 on promises of economic development, presenting himself as an outsider cracking down on corruption. Since then, he has fused religion with politics in a formula that has attracted wide support from the country’s majority Hindu population.

India under Modi is a rising global power, but his rule has also been marked by rising unemployment, attacks by Hindu nationalists against minorities, particularly Muslims, and a shrinking space for dissent and free media.

Lawmakers from India’s ruling alliance led by the Hindu nationalist Bharatiya Janata Party raise their hands in support of Narendra Modi being elected their leader in New Delhi, India, May 25, 2019. (AP Photo/Manish Swarup, File)

HOW DOES THE ELECTION WORK?

The 6-week-long general election starts on April 19 and results will be announced on June 4. The voters, who comprise over 10% of the world’s population, will elect 543 members for the lower house of Parliament for a five-year term.

The polls will be held in seven phases and ballots cast at more than a million polling stations. Each phase will last a single day with several constituencies across multiple states voting that day. The staggered polling allows the government to deploy tens of thousands of troops to prevent violence and transport election officials and voting machines.

India has a first-past-the-post multiparty electoral system in which the candidate who receives the most votes wins. To secure a majority, a party or coalition must breach the mark of 272 seats.

While voters in the United States and elsewhere use paper ballots, India uses electronic voting machines.

Election officers carry Electronic Voting Machines (EVM) on board a ferry to cross the Sowansiri river to reach a polling center on the eve OF elections in Majuli, India, March 26, 2021. (AP Photo/Anupam Nath, File)

WHO IS RUNNING?

Modi’s Bharatiya Janata Party and his main challenger, Rahul Gandhi of the Indian National Congress, represent Parliament’s two largest factions. Several other important regional parties are part of an opposition bloc.

Opposition parties, which have been previously fractured, have united under a front called INDIA, or Indian National Developmental Inclusive Alliance, to deny Modi a a third straight election victory.

The alliance has fielded a single primary candidate in most constituencies. But it has been roiled by ideological differences and personality clashes, and has not yet decided on its candidate for prime minister.

Most surveys suggest Modi is likely to win comfortably, especially after he opened a Hindu temple in northern Ayodhya city in January, which fulfilled his party’s long-held Hindu nationalist pledge.

Another victory would cement Modi as one of the country’s most popular and important leaders. It would follow a thumping win in 2019, when the BJP clinched an absolute majority by sweeping 303 parliamentary seats. The Congress party managed only 52 seats.

Leaders from the opposition INDIA alliance sit for a press briefing in Mumbai, India, Friday, Sept. 1, 2023. (AP Photo/Rajanish Kakade, File)

In this Sunday, Nov. 25, 2018, photo, a man holds a brick reading “Jai Shree Ram” (Victory to Lord Ram) as bricks of the old Babri Mosque are piled up in Ayodhya, in the central Indian state of Uttar Pradesh. Most pre-poll surveys suggest Modi is likely to win the 2024 elections comfortably, especially after he opened a Hindu temple built on the ruins of the historic mosque in northern Ayodhya city in January, which fulfilled his party’s long-held Hindu nationalist pledge. (AP Photo/Bernat Armangue, File)

WHAT ARE THE BIG ISSUES?

For decades, India has clung doggedly to its democratic convictions, largely due to free elections, an independent judiciary, a thriving media, strong opposition and peaceful transition of power. Some of these credentials have seen a slow erosion under Modi’s 10-year rule, with the polls seen as a test for the country’s democratic values.

Many watchdogs have now categorized India as a “hybrid regime” that is neither a full democracy nor a full autocracy.

The polls will also test the limits of Modi, a populist leader whose rise has seen increasing attacks against religious minorities, mostly Muslims. Critics accuse him of using a Hindu-first platform, endangers the country’s secular roots.

Under Modi, the media, once viewed as vibrant and largely independent, have become more pliant and critical voices muzzled. Courts have largely bent to Modi’s will and given favorable verdicts in crucial cases. Centralization of executive power has strained India’s federalism. And federal agencies have bogged down top opposition leaders in corruption cases, which they deny.

Another key issue is India’s large economy, which is among the fastest growing in the world. It has helped India emerge as a global power and a counterweight to China. But even as India’s growth soars by some measures, the Modi government has struggled to generate enough jobs for young Indians, and instead has relied on welfare programs like free food and housing to woo voters.

The U.N.'s latest Asia-Pacific Human Development Report lists India among the top countries with high income and wealth inequality.

Workers use machinery at a coastal road project construction site in Mumbai, India, Aug. 26, 2021. The UNDP’s latest Asia-Pacific Human Development Report says that India has emerged among the top countries with high income and wealth inequality. (AP Photo/Rafiq Maqbool, File)

Indians crowd ticket counters at the railway station in Ahmadabad, India, Oct. 23, 2011. With a population of over 1.4 billion people and close to 970 million voters, India’s general election that begins April 19, 2024, pits Prime Minister Narendra Modi, an avowed Hindu nationalist, against a broad alliance of opposition parties that are struggling to play catch up. (AP Photo/Ajit Solanki, File)