definition of assignment letter

What is a notice of assignment?

An assignment takes place when one party is holding a right to property, claims, bills, lease, etc., of another party and wishes to pass it along (or sell it) to a third party. As complicated as that sounds, it really isn’t. Strangely enough, many assignments can be made under the law without immediately informing, or obtaining the permission, of the personal obligated to perform under the contract. An example of this is when your mortgage is sold to another mortgage company. The original mortgage company may not inform you for several weeks, and they certainly aren’t going to ask your permission to make the sale.

If a person obligated to perform has received notice of the assignment and still insists on paying the initial assignor, the person will still be obligated to pay the new assignee according to the agreement. If the obligated party has not yet been informed of the assignment and pays the original note holder (assignor), the assignor is obligated to turn those funds over to the new assignee. But, what are the remedies if this doesn’t take place? Actually, the new assignee may find themselves in a difficult position if the assignor simply takes off with their funds or payment. They are limited to taking action against the person they bought the note from (assignor) and cannot hold the obligator liable. Therefore, it is important to remember that if any note or obligation is assigned to another party, each party should be well aware of their responsibilities in the transaction and uphold them according to the laws of their state. Assignment forms should be well thought out and written in a manner which prevents the failure of one party against another.

Related posts:

• Does your Agreement Require an Assignment Legal Form?
• Why Every Landlord and Tenant Needs a Lease Agreement
• Why you need a Power of Attorney and How to Assign One

Related Posts

• Seven Slip-and-Fall Accidents FAQs That You Should Know
• What is a mutual non-disclosure agreement?
• Can I use a form to change my name?
• When do I need a mechanic’s lien?

Leave a Reply Cancel reply

Your email address will not be published. Required fields are marked *

CAPTCHA Code *

Crafting an Effective Letter of Assignment: A Comprehensive Guide with Sample

A letter of assignment is a critical document in various business, academic, and professional settings. It formally assigns responsibilities, tasks, or roles from one party to another. Understanding how to craft an effective letter of assignment can ensure clear communication and smooth transitions in responsibilities. This guide will explore the essential components of a letter of assignment, provide legal considerations, and offer a sample letter to help you draft your own.

Understanding the Letter of Assignment

What is a letter of assignment.

A letter of assignment is a document that formally assigns a specific task, responsibility, or job from one individual or organization to another. It is commonly used in settings such as journalism, where assignments are delegated to reporters, or in project management, where specific tasks are assigned to team members.

For more information on the role of assignments in organizational management, Harvard Business School provides a wealth of resources on organizational behavior.

Key Elements of a Letter of Assignment

Introduction : Clearly state the purpose of the letter.

Details of the Assignment : Specify the task or responsibility being assigned, including any relevant deadlines or expectations.

Resources and Authority : Outline any resources that will be provided to assist with the assignment and any authority the assignee has over others.

Expectations and Goals : Clearly define what success looks like for the assignment.

Duration of the Assignment : If applicable, state the start and end dates.

Contact Information : Provide contact details for someone who can offer assistance or answer questions related to the assignment.

To see a general template of business documents, including assignment letters, visit Purdue University’s Online Writing Lab.

Legal Considerations

When crafting a letter of assignment, it's essential to ensure that it does not violate any contractual agreements or employment laws. Consult legal resources or an attorney to confirm that all aspects of your letter are compliant with local and federal laws. The U.S. Small Business Administration offers guidelines on employment and labor laws that might be relevant.

Sample Letter of Assignment

Note: This sample is for illustrative purposes only and should be customized to meet specific needs and legal requirements.

[Your Name] [Your Position] [Your Company/Organization] [Your Address] [City, State, Zip Code] [Email Address] [Phone Number] [Date] [Recipient Name] [Recipient Position] [Company/Organization] [Recipient Address] [City, State, Zip Code] Dear [Recipient Name], Subject: Assignment of [Task/Responsibility/Project Name] I am writing to formally assign you the responsibility of [brief description of the task or responsibility]. This assignment will commence on [start date] and will conclude on [end date], unless extended by mutual agreement. Details of the Assignment: - **Task Description**: [Detailed description of the task, including any specific expectations or deliverables.] - **Resources Provided**: [List of resources or support to be provided, including access to systems, budget information, etc.] - **Authority**: You will have the authority to [describe any authority over staff, budgets, decisions]. - **Goals and Objectives**: The primary goal of this assignment is [describe what successful completion of the assignment looks like]. Please confirm your acceptance of this assignment by signing and returning a copy of this letter. Should you have any questions or require further clarification, do not hesitate to contact me directly at [your phone number] or [your email]. Thank you for your attention to this matter and your continued contribution to our team. Sincerely, [Your Signature (if sending a hard copy)] [Your Typed Name] [Your Position] [Enclosures: if any]

Best Practices for Letter of Assignment

Clarity and conciseness.

Ensure that the letter is clear and concise. Avoid ambiguity about the responsibilities or expectations to prevent misunderstandings.

After sending the letter, follow up to ensure that the recipient has understood everything and agrees to the terms laid out in the letter.

Record Keeping

Keep a copy of the signed letter for your records. This can be useful for future reference or in case of disputes.

50% OFF ONE WEEK ONLY

Quick Creator is the ultimate solution for digital marketers who need high-converting landing pages quickly and easily. Say goodbye to the old, time-consuming methods and hello to the future of digital marketing.

A well-crafted letter of assignment not only clarifies roles and responsibilities but also sets the stage for successful project execution and employee engagement. By adhering to legal standards and following the guidelines provided, you can ensure that these documents are both effective and compliant. For further reading on employment and assignment contracts, visit Harvard University's Employment and Labor Law page .

Create & Review All Your Contracts Online With LegalNow AI

© Copyright 2024 LegalNow - 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

Assignments: why you need to serve a notice of assignment

Catherine phillips.

PSL Principal Associate

It's the day of completion; security is taken, assignments are completed and funds move. Everyone breathes a sigh of relief. At this point, no-one wants to create unnecessary paperwork - not even the lawyers! Notices of assignment are, in some circumstances, optional. However, in other transactions they could be crucial to a lender's enforcement strategy. In the article below, we have given you the facts you need to consider when deciding whether or not you need to serve notice of assignment.

What issues are there with serving notice of assignment?

Assignments are useful tools for adding flexibility to banking transactions. They enable the transfer of one party's rights under a contract to a new party (for example, the right to receive an income stream or a debt) and allow security to be taken over intangible assets which might be unsuitable targets for a fixed charge. A lender's security net will often include assignments over contracts (such as insurance or material contracts), intellectual property rights, investments or receivables.

An assignment can be a legal assignment or an equitable assignment. If a legal assignment is required, the assignment must comply with a set of formalities set out in s136 of the Law of Property Act 1925, which include the requirement to give notice to the contract counterparty.

The main difference between legal and equitable assignments (other than the formalities required to create them) is that with a legal assignment, the assignee can usually bring an action against the contract counterparty in its own name following assignment. However, with an equitable assignment, the assignee will usually be required to join in proceedings with the assignor (unless the assignee has been granted specific powers to circumvent that). That may be problematic if the assignor is no longer available or interested in participating.

Why should we serve a notice of assignment?

The legal status of the assignment may affect the credit scoring that can be given to a particular class of assets. It may also affect a lender's ability to effect part of its exit strategy if that strategy requires the lender to be able to deal directly with the contract counterparty.

The case of General Nutrition Investment Company (GNIC) v Holland and Barrett International Ltd and another (H&B) provides an example of an equitable assignee being unable to deal directly with a contract counterparty as a result of a failure to provide a notice of assignment.

The case concerned the assignment of a trade mark licence to GNIC . The other party to the licence agreement was H&B. H&B had not received notice of the assignment. GNIC tried to terminate the licence agreement for breach by serving a notice of termination. H&B disputed the termination. By this point in time the original licensor had been dissolved and so was unable to assist.

At a hearing of preliminary issues, the High Court held that the notices of termination served by GNIC , as an equitable assignee, were invalid, because no notice of the assignment had been given to the licensee. Although only a High Court decision, this follows a Court of Appeal decision in the Warner Bros Records Inc v Rollgreen Ltd case, which was decided in the context of the attempt to exercise an option.

In both cases, an equitable assignee attempted to exercise a contractual right that would change the contractual relationship between the parties (i.e. by terminating the contractual relationship or exercising an option to extend the term of a licence). The judge in GNIC felt that "in each case, the counterparty (the recipient of the relevant notice) is entitled to see that the potential change in his contractual position is brought about by a person who is entitled, and whom he can see to be entitled, to bring about that change".

In a security context, this could hamper the ability of a lender to maximise the value of the secured assets but yet is a constraint that, in most transactions, could be easily avoided.

Why not serve notice?

Sometimes it's just not necessary or desirable. For example:

• If security is being taken over a large number of low value receivables or contracts, the time and cost involved in giving notice may be disproportionate to the additional value gained by obtaining a legal rather than an equitable assignment.
• If enforcement action were required, the equitable assignee typically has the option to join in the assignor to any proceedings (if it could not be waived by the court) and provision could be made in the assignment deed for the assignor to assist in such situations. Powers of attorney are also typically granted so that a lender can bring an action in the assignor's name.
• Enforcement is often not considered to be a significant issue given that the vast majority of assignees will never need to bring claims against the contract counterparty.

Care should however, be taken in all circumstances where the underlying contract contains a ban on assignment, as the contract counterparty would not have to recognise an assignment that is made in contravention of that ban. Furthermore, that contravention in itself may trigger termination and/or other rights in the assigned contract, that could affect the value of any underlying security.

What about acknowledgements of notices?

A simple acknowledgement of service of notice is simply evidence of the notice having been received. However, these documents often contain commitments or assurances by the contract counterparty which increase their value to the assignee.

Best practice for serving notice of assignment

Each transaction is different and the weighting given to each element of the security package will depend upon the nature of the debt and the borrower's business. The service of a notice of assignment may be a necessity or an optional extra. In each case, the question of whether to serve notice is best considered with your advisers at the start of a transaction to allow time for the lender's priorities to be highlighted to the borrowers and captured within the documents.

For further advice on serving notice of assignment please contact Kirsty Barnes or Catherine Phillips  from our Banking & Finance team.

NOT LEGAL ADVICE. Information made available on this website in any form is for information purposes only. It is not, and should not be taken as, legal advice. You should not rely on, or take or fail to take any action based upon this information. Never disregard professional legal advice or delay in seeking legal advice because of something you have read on this website. Gowling WLG professionals will be pleased to discuss resolutions to specific legal concerns you may have.

Related services

Understanding an assignment and assumption agreement

Need to assign your rights and duties under a contract? Learn more about the basics of an assignment and assumption agreement.

Get your assignment of agreement

by   Belle Wong, J.D.

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

Read more...

Updated on: November 24, 2023 · 3 min read

The assignment and assumption agreement

The basics of assignment and assumption, filling in the assignment and assumption agreement.

While every business should try its best to meet its contractual obligations, changes in circumstance can happen that could necessitate transferring your rights and duties under a contract to another party who would be better able to meet those obligations.

If you find yourself in such a situation, and your contract provides for the possibility of assignment, an assignment and assumption agreement can be a good option for preserving your relationship with the party you initially contracted with, while at the same time enabling you to pass on your contractual rights and duties to a third party.

An assignment and assumption agreement is used after a contract is signed, in order to transfer one of the contracting party's rights and obligations to a third party who was not originally a party to the contract. The party making the assignment is called the assignor, while the third party accepting the assignment is known as the assignee.

In order for an assignment and assumption agreement to be valid, the following criteria need to be met:

• The initial contract must provide for the possibility of assignment by one of the initial contracting parties.
• The assignor must agree to assign their rights and duties under the contract to the assignee.
• The assignee must agree to accept, or "assume," those contractual rights and duties.
• The other party to the initial contract must consent to the transfer of rights and obligations to the assignee.

A standard assignment and assumption contract is often a good starting point if you need to enter into an assignment and assumption agreement. However, for more complex situations, such as an assignment and amendment agreement in which several of the initial contract terms will be modified, or where only some, but not all, rights and duties will be assigned, it's a good idea to retain the services of an attorney who can help you draft an agreement that will meet all your needs.

When you're ready to enter into an assignment and assumption agreement, it's a good idea to have a firm grasp of the basics of assignment:

• First, carefully read and understand the assignment and assumption provision in the initial contract. Contracts vary widely in their language on this topic, and each contract will have specific criteria that must be met in order for a valid assignment of rights to take place.
• All parties to the agreement should carefully review the document to make sure they each know what they're agreeing to, and to help ensure that all important terms and conditions have been addressed in the agreement.
• Until the agreement is signed by all the parties involved, the assignor will still be obligated for all responsibilities stated in the initial contract. If you are the assignor, you need to ensure that you continue with business as usual until the assignment and assumption agreement has been properly executed.

Unless you're dealing with a complex assignment situation, working with a template often is a good way to begin drafting an assignment and assumption agreement that will meet your needs. Generally speaking, your agreement should include the following information:

• Identification of the existing agreement, including details such as the date it was signed and the parties involved, and the parties' rights to assign under this initial agreement
• The effective date of the assignment and assumption agreement
• Identification of the party making the assignment (the assignor), and a statement of their desire to assign their rights under the initial contract
• Identification of the third party accepting the assignment (the assignee), and a statement of their acceptance of the assignment
• Identification of the other initial party to the contract, and a statement of their consent to the assignment and assumption agreement
• A section stating that the initial contract is continued; meaning, that, other than the change to the parties involved, all terms and conditions in the original contract stay the same

In addition to these sections that are specific to an assignment and assumption agreement, your contract should also include standard contract language, such as clauses about indemnification, future amendments, and governing law.

Sometimes circumstances change, and as a business owner you may find yourself needing to assign your rights and duties under a contract to another party. A properly drafted assignment and assumption agreement can help you make the transfer smoothly while, at the same time, preserving the cordiality of your initial business relationship under the original contract.

You may also like

What Does 'Inc.' Mean in a Company Name?

'Inc.' in a company name means the business is incorporated, but what does that entail, exactly? Here's everything you need to know about incorporating your business.

October 9, 2023 · 10min read

How to Write a Will: A Comprehensive Guide to Will Writing

Writing a will is one of the most important things you can do for yourself and for your loved ones, and it can be done in just minutes. Are you ready to get started?

July 21, 2024 · 11min read

How to Start an LLC in 7 Easy Steps (2024 Guide)

2024 is one of the best years ever to start an LLC, and you can create yours in only a few steps.

July 29, 2024 · 22min read

Writing an assignment letter

So, how detailed should an assignment agreement be? The answer is as detailed as possible. The assignment letter should be a legally binding document, confirming the agreement between the company and the assignee with respect to the terms and conditions of the assignment. In reality, the most common approach is that the assignee remains employed with the home company and the home employment contract remains in place. However, the assignment letter serves as an addendum to the employment contract and confirms the terms and conditions which vary from the normal contract while on assignment. Any terms and conditions not specifically varied therefore remain as per the home employment contract.

Most of the checklist items opposite will require considerable scoping – particularly if no assignment policy exists, but making well outlined provisions will prove worthwhile. The extent to which each item should be explained is illustrated below for three key areas.

Compensation, tax and pension arrangements

This is possibly the most complex and important part of the assignment letter and must clearly explain how the assignee will be compensated while on assignment. If the company uses a build-up or balance sheet approach, this section of the agreement will confirm details such as the home notional salary, cost of living adjustments, assignment and location allowances and, of course, the assignment salary.   It should be confirmed whether the assignment salary is guaranteed net or gross, as well as where and how it will be delivered, i.e. through which payroll, in which currency, details of split pay arrangements, exchange rates, etc. If the company has a variable pay structure details of how bonus and incentive payments will be calculated and delivered while on assignment must also be included.   The process for salary reviews must also be explained, as well as the treatment of assignment compensation for tax and social security. Assignees will normally remain in home country social security plans while on assignment, subject to the relevant regulations, and this should also be confirmed in the assignment letter. This section of the agreement will also give details of the tax services provided to the assignee, e.g. departure and arrival meetings, tax return preparation, etc. And finally, the pension arrangements should be confirmed.   Of course, if the assignee is to be compensated according to a different approach, e.g. the assignment salary is based on the local compensation levels of the host location as opposed to the build-up method, similar details to the ones described above should be given, which confirm the assignment compensation and tax treatment

Assignment benefits

The most significant benefits, both in terms of cost to the company as well as value to the assignee, are education allowances for the assignee’s children and host country accommodation. The assignment letter should clearly explain the level of benefits provided and how they are delivered, i.e. in-kind or in cash, bearing in mind the most tax effective form of delivery for the company depending on host country tax legislation. Tax charged on assignment benefits can be considerable, sometimes up to 50% of total assignment costs.   With education benefits it is important to state the type of schooling for which the company will provide assistance. If there are limits on the amount up to which the company will pay for education, or limitations on the choice of schools, this should be confirmed.   Similarly, the limits up to which the company will pay for host country accommodation must be set out clearly. The letter should also clarify what happens if the assignee chooses accommodation below or above the set rental limits.

End of assignment

If there is the possibility of an assignment extension beyond the initially-agreed term, the applicable policy should be detailed here. Most importantly, a maximum duration beyond which the assignment will not be extended should be indicated. This avoids situations where employees become “permanent” assignees, remaining on assignment terms and conditions well beyond five years, which is generally the most common maximum assignment duration.   It is also good practice to give details of the company’s localisation policy in this section. It may well suffice to confirm that a localisation policy may be applied once the maximum assignment duration has been reached, without having to give too many details on the actual process. But by mentioning the possibility of localisation in the letter, assignees’ expectations are managed and they are aware that assignment terms will not continue indefinitely.   In the repatriation section the agreement should confirm the relocation assistance provided; e.g. shipping, temporary accommodation, relocation lump-sums, etc. Furthermore, this section should confirm the process and time scales for finding a suitable position for the assignee upon returning home.   Finally, assignment letters rarely differentiate between terminating or resigning from the assignment, as opposed to terminating or resigning from the actual employment with the company. It is good practice to include the relevant terms and notice periods for each of these scenarios here and to differentiate accordingly. Terminating the employment of an assignee can be complicated and this section of the agreement should be very well thought through. Unfortunately, the governing labour law is often unclear or not straightforward to determine. A company should always seek legal advice should a labour dispute arise.

Need help with assignment letters? ECA's  Consultancy & Advisory team  are on hand to critique your company's assignment letters or create  assignment letter templates  in line with your policy, as well as offer expert advice and guidance on content so that your assignment letters accurately manage the expectations of the employee and the company. If you'd like to speak with one of our Consultants, you can  request a callback here . 

Assignment Of Rights Agreement: Definition & Sample

Jump to section, what is an assignment of rights agreement.

​​An assignment of rights agreement is a written document in which one party, the assignor, assigns to another party all or part of their rights under an existing contract. The most common example of this would be when someone wants to sell their shares of stock in a company.

When you buy shares from someone else (the seller), they agree to transfer them over and give up any control they had on that share. This way, another party can take ownership without going through the trouble of trying to buy the whole company themselves.

Common Sections in Assignment Of Rights Agreements

Below is a list of common sections included in Assignment Of Rights Agreements. These sections are linked to the below sample agreement for you to explore.

Assignment Of Rights Agreement Sample

Reference : Security Exchange Commission - Edgar Database, EX-99.(H)(7) 5 dex99h7.htm FORM OF ASSIGNMENT AGREEMENT , Viewed December 20, 2021, View Source on SEC .

Who Helps With Assignment Of Rights Agreements?

Lawyers with backgrounds working on assignment of rights agreements work with clients to help. Do you need help with an assignment of rights agreement?

Post a project  in ContractsCounsel's marketplace to get free bids from lawyers to draft, review, or negotiate assignment of rights agreements. All lawyers are vetted by our team and peer reviewed by our customers for you to explore before hiring.

ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.

Meet some of our Assignment Of Rights Agreement Lawyers

I am a dedicated Florida attorney with nearly one year of professional experience and an LL.M. in Taxation earned in 2023. Since 2021, I have honed my skills as a law clerk, focusing on Taxation and estate planning. My background also includes substantial experience in business litigation, family law, criminal defense, and personal injury, making me well-equipped to handle a diverse range of legal issues.

A lawyer for small businesses throughout NY. Obtain affordable legal assistance for your business & personal needs without having to pay inflated hourly rates or retain costly, full-time legal counsel. Helps with licensing, contracts, corporate formation, problems with employees, litigation management/avoidance, regulatory compliance, and intellectual property, among other things.

I have been practicing law for 28 years. I have extensive legal experience in contract disputes and drafting demand letters. I have handled hundreds of depositions, drafted and responded to written discovery, demand letters, and handled pretrial matters, motions and memoranda. I am licensed to practice law in five states (FL, MA, GA, CA, CO). I believe I have extensive knowledge and experience that would be beneficial to your clients.

I have been practising law for over 30 years. I have extensive legal experience in contract disputes and drafting demand letters. I have been lead counsel in over 100 civil and criminal jury trials and have extensive litigation stradegy knowledge. I belive my experience would be of great benefit to any prospective client.

I am an attorney with 10 years of experience providing legal services in U.S. immigration. My comprehensive understanding of immigration regulations has achieved favorable outcomes and helped clients reach their goals. I handle a wide variety of immigration matters including family-based and employment-based non-immigrant and immigrant visas, with a specialization in business visas and particularly EB-5 investor visas, marriage-based petitions, and naturalizations among other immigration services. I am skilled in guiding companies and individuals through the complexities of U.S. immigration policies. Separately, I am licensed as a Florida Real Estate Sales Associate and have over 2 decades of experience with residential leasing, property management, contract work, and Homeowners Associations. I am adept at handling and resolving conflicts as well as facilitating real estate contracts and other transactions.

My experience includes 25 years of phone and customer facing customer service; 5 years managing a non profit with a focus in transportation; 10 years commercial/ residential asset management; 15 years project management in logistics and transportation, property management and law office management/civil litigation; and 10 years working in the legal field, to include legal practice, marketing, managing office operations, human capital, etc.

Tom Gallagher, one of our leading attorneys, has been recognized on numerous occasions as a distinguished lawyer and civil litigator in California. His extensive experience and proven track record have contributed to our firm’s reputation for providing top-notch legal services in areas such as commercial litigation, personal injury, real estate litigation, and corporate law. We strive to offer personalized solutions that meet the unique needs of each client, and we continue to build on our legacy of success. Tom enjoys cooking, biking, travel, surfing, golf, family and relaxing with a good book. Although dedicated to his family life and living a balanced lifestyle, Tom offers a flexible schedule and easy online booking to speak with him directly

Find the best lawyer for your project

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

How It Works

Post Your Project

Get Free Bids to Compare

Hire Your Lawyer

Business lawyers by top cities

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

Assignment Of Rights Agreement lawyers by city

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

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.

Want to speak to someone?

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

Find lawyers and attorneys by city

Contact us whenever you need it!

+1 855 997 0206

Contact Hours: Sun-Sat 8am - 10pm ET

• LawDistrict ❯
• Legal Dictionary

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

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

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

• Assignment Examples

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

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

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

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

• Legal Requirements for Assignment

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

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

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

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

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

• Assignment vs. Novation

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

• Assignment vs. Delegation

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

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

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

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

Create a Customizable Legal Form Now

Get 7 Days Total Access to Our Entire Catalog!

• More from M-W
• To save this word, you'll need to log in. Log In

Definition of assignment

task , duty , job , chore , stint , assignment mean a piece of work to be done.

task implies work imposed by a person in authority or an employer or by circumstance.

duty implies an obligation to perform or responsibility for performance.

job applies to a piece of work voluntarily performed; it may sometimes suggest difficulty or importance.

chore implies a minor routine activity necessary for maintaining a household or farm.

stint implies a carefully allotted or measured quantity of assigned work or service.

assignment implies a definite limited task assigned by one in authority.

Examples of assignment in a Sentence

These examples are programmatically compiled from various online sources to illustrate current usage of the word 'assignment.' Any opinions expressed in the examples do not represent those of Merriam-Webster or its editors. Send us feedback about these examples.

Word History

see assign entry 1

14th century, in the meaning defined at sense 1

Phrases Containing assignment

• self - assignment

Dictionary Entries Near assignment

Cite this entry.

“Assignment.” Merriam-Webster.com Dictionary , Merriam-Webster, https://www.merriam-webster.com/dictionary/assignment. Accessed 3 Aug. 2024.

Legal Definition

Legal definition of assignment, more from merriam-webster on assignment.

Nglish: Translation of assignment for Spanish Speakers

Britannica English: Translation of assignment for Arabic Speakers

Subscribe to America's largest dictionary and get thousands more definitions and advanced search—ad free!

Can you solve 4 words at once?

Word of the day.

See Definitions and Examples »

Get Word of the Day daily email!

Popular in Grammar & Usage

Plural and possessive names: a guide, your vs. you're: how to use them correctly, every letter is silent, sometimes: a-z list of examples, more commonly mispronounced words, how to use em dashes (—), en dashes (–) , and hyphens (-), popular in wordplay, 8 words for lesser-known musical instruments, it's a scorcher words for the summer heat, 7 shakespearean insults to make life more interesting, birds say the darndest things, 10 words from taylor swift songs (merriam's version), games & quizzes.

Dictionary of International Trade

Letter of assignment.

A document with which the assignor assigns rights to third party. See assignment .

Related entries

• Warehouse receipt
• Trust receipt
• Statement of Work (SOW)

Search Terms

• Banking (206)
• Contracts & Law (190)
• Customs (130)
• Documentation (111)
• Economics (173)
• Insurance (54)
• Logistics (401)
• Marketing (139)

Practical Guide to Incoterms

• Contracts & Law
• Documentation
• International Contracts
• Chinese Contracts
• Country Guides
• Business Letters
• Trade Documents

Primary tabs

Assignment is a legal term whereby an individual, the “assignor,” transfers rights, property, or other benefits to another known as the “ assignee .”   This concept is used in both contract and property law.  The term can refer to either the act of transfer or the rights /property/benefits being transferred.

Contract Law   

Under contract law, assignment of a contract is both: (1) an assignment of rights; and (2) a delegation of duties , in the absence of evidence otherwise.  For example, if A contracts with B to teach B guitar for $50, A can assign this contract to C.  That is, this assignment is both: (1) an assignment of A’s rights under the contract to the $50; and (2) a delegation of A’s duty to teach guitar to C.  In this example, A is both the “assignor” and the “delegee” who d elegates the duties to another (C), C is known as the “ obligor ” who must perform the obligations to the assignee , and B is the “ assignee ” who is owed duties and is liable to the “ obligor ”.

(1) Assignment of Rights/Duties Under Contract Law

There are a few notable rules regarding assignments under contract law.  First, if an individual has not yet secured the contract to perform duties to another, he/she cannot assign his/her future right to an assignee .  That is, if A has not yet contracted with B to teach B guitar, A cannot assign his/her rights to C.  Second, rights cannot be assigned when they materially change the obligor ’s duty and rights.  Third, the obligor can sue the assignee directly if the assignee does not pay him/her.  Following the previous example, this means that C ( obligor ) can sue B ( assignee ) if C teaches guitar to B, but B does not pay C $50 in return.

            (2) Delegation of Duties

If the promised performance requires a rare genius or skill, then the delegee cannot delegate it to the obligor.  It can only be delegated if the promised performance is more commonplace.  Further, an obligee can sue if the assignee does not perform.  However, the delegee is secondarily liable unless there has been an express release of the delegee.  That is, if B does want C to teach guitar but C refuses to, then B can sue C.  If C still refuses to perform, then B can compel A to fulfill the duties under secondary liability.

Lastly, a related concept is novation , which is when a new obligor substitutes and releases an old obligor.  If novation occurs, then the original obligor’s duties are wiped out. However, novation requires an original obligee’s consent .  

Property Law

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

[Last updated in May of 2020 by the Wex Definitions Team ]

• business law
• landlord & tenant
• property & real estate law
• trusts, inheritances & estates
• wex definitions

• Cambridge Dictionary +Plus

Meaning of letter of assignment in English

Your browser doesn't support HTML5 audio

Word of the Day

to explain something to someone in a way that suggests that they are stupid; used especially when a man explains something to a woman that she already understands

Never say die! (Idioms and phrases in newspapers)

Learn more with +Plus

• Recent and Recommended {{#preferredDictionaries}} {{name}} {{/preferredDictionaries}}
• Definitions Clear explanations of natural written and spoken English English Learner’s Dictionary Essential British English Essential American English
• Grammar and thesaurus Usage explanations of natural written and spoken English Grammar Thesaurus
• Pronunciation British and American pronunciations with audio English Pronunciation
• English–Chinese (Simplified) Chinese (Simplified)–English
• English–Chinese (Traditional) Chinese (Traditional)–English
• English–Dutch Dutch–English
• English–French French–English
• English–German German–English
• English–Indonesian Indonesian–English
• English–Italian Italian–English
• English–Japanese Japanese–English
• English–Norwegian Norwegian–English
• English–Polish Polish–English
• English–Portuguese Portuguese–English
• English–Spanish Spanish–English
• English–Swedish Swedish–English
• Dictionary +Plus Word Lists
• Business    Noun
• All translations

To add letter of assignment to a word list please sign up or log in.

Add letter of assignment to one of your lists below, or create a new one.

{{message}}

Something went wrong.

There was a problem sending your report.

Harris' border work was on 'root causes' of migration; she wasn't in charge | Fact check

The claim: Kamala Harris was 'put in charge of the border'

A July 21 Instagram post ( direct link , archive link ) by Donald Trump Jr. blames Vice President Kamala Harris for the country's immigration problems.

"She was put in charge of the border and we saw the worst invasion of illegals in our history!!!" reads part of the post, which is a screenshot of a post from X, formerly Twitter.

Similar posts on Threads have described Harris as the Biden administration's "border czar."

The Instagram post was liked more than 200,000 times in a day.

More from the Fact-Check Team: How we pick and research claims | Email newsletter | Facebook page

Our rating: False

The post exaggerates the vice president's role in addressing migration at the southern border. Harris was never put in charge of the border or made "border czar," immigration experts said. President Joe Biden tasked Harris with leading the administration's diplomatic efforts addressing the "root causes" of migration in El Salvador, Guatemala and Honduras.

Harris led effort addressing 'root causes' of migration in Central America

Early in his presidency, Biden tasked Harris with addressing the “root causes” of migration in Central America. The assignment came out of an executive order Biden issued in February 2021 that sought to reduce migration from the Northern Triangle countries of El Salvador, Guatemala and Honduras, where gang violence, trafficking networks and economic insecurity have caused people to flee.

But the vice president’s role was more limited than being put in charge of the southern border, or being named a so-called “border czar,” immigration experts said.

"VP Harris was never made the border czar or charged with managing the border," Andrew Selee , president of the Migration Policy Institute , said in an email. "That role has always been held by the secretary of Homeland Security . She was asked to be the chief diplomatic officer with Central American countries at a time when most of the increase in unauthorized immigration was coming from three countries in Central America and to help lead a private investment strategy in the region."

Homeland Security Secretary Alejandro Mayorkas himself noted the different responsibilities between himself and Harris in June 2021 comments at the El Paso, Texas, border.

"The vice president is leading our nation’s efforts to address the root causes – that fundamental question of why people leave their homes," Mayorkas said. "And it is my responsibility as the secretary of Homeland Security to address the security and management of our border."

In March 2021, Biden announced Harris would lead the administration's diplomatic efforts with the Northern Triangle countries to stem migration to the U.S. southern border and work with these nations to enhance migration enforcement at their borders. Harris said at the time that the administration "must address the root causes that – that cause people to make the trek, as the president has described, to come here."

Aaron Reichlin-Melnick , policy director at the American Immigration Council , said the "root causes" work Harris took on is distinct from border policy because it focuses on different problems and targets.

"Border policy focuses on individuals who have already made the decision to leave home and have made it to the U.S.-Mexico border and aims to either prevent them or to quickly process them for humanitarian relief or deportation once they cross," Reichlin-Melnick said in an email. "By contrast, 'root causes' policy focuses on individuals who have not left their homes yet, and aims to convince them to stay in their home countries either through economic development – which discourages migration for economic opportunities – or through reduction of violence and persecution that forces people to seek protection elsewhere."

The White House released the administration's " Root Causes Strategy " in July 2021. Its implementation was ongoing as of March when the vice president and the Partnership for Central America , a non-governmental organization, jointly announced $1 billion in new private-sector commitments to address the underlying conditions leading to migration in Guatemala, El Salvador and Honduras. The public-private partnership has generated more than $5.2 billion since May 2021 , the White House said.

Fact check : Joe Biden dropped out of presidential race but is finishing term

Elina Treyger , a senior political scientist at the RAND Corporation whose research includes migration and immigration enforcement, also said Harris' diplomatic role with the Central American countries "is in no way a 'border czar'-like position." Treyger said border policy involves many other issues such as enforcement policies, how to process migrants expressing fear of prosecution or torture and how to allocate resources at the border.

U.S. Border Patrol encounters with migrants at the southern border have soared under the Biden administration . Illegal crossings at the U.S.-Mexico border hit a record high of 2.2 million in 2022, and the number of people taken into custody by U.S. Border Patrol has reached the highest levels in the agency's history under Biden, the Washington Post reported .

After a bipartisan border security bill failed to advance in Congress, Biden issued a directive in June to turn away migrants who do not enter the country through legal ports of entry when the number of crossings is high.

Trump, the son of former President Donald Trump, did not immediately respond to a request for comment.

Our fact-check sources:

• Aaron Reichlin-Melnick , July 22, Email exchange with USA TODAY
• Andrew Selee , July 22, Email exchange with USA TODAY
• Elina Treyger , July 22, Email Exchange with USA TODAY
• White House, Feb. 2, 2021, Executive Order on Creating a Comprehensive Regional Framework to Address the Causes of Migration, to Manage Migration Throughout North and Central America, and to Provide Safe and Orderly Processing of Asylum Seekers at the United States Border
• White House, Feb. 6, 2023, FACT SHEET: Vice President Harris Announces Public-Private Partnership Has Generated More than $4.2 Billion in Private Sector Commitments for Northern Central America
• White House, March 24, 2021, Remarks by President Biden and Vice President Harris in a Meeting on Immigration
• White House, June 25, 2021, Remarks by Vice President Harris, Secretary of Homeland Security Mayorkas, Chairman Durbin, and Representative Escobar in Press Gaggle
• White House, July 29, 2021, FACT SHEET: Strategy to Address the Root Causes of Migration in Central America
• White House, March 25, FACT SHEET: Vice President Harris Announces Public-Private Partnership Has Generated More Than $5.2 Billion in Private Sector Commitments for Northern Central America
• White House, July 2021, U.S. Strategy for Addressing the Root Causes of Migration in Central America
• Department of State, Aug. 1, 2023, Central America Forward
• The Washington Post, Feb. 11, Trump vs. Biden on immigration: 12 charts comparing U.S. border security
• U.S. Embassy in Honduras, March 25, FACT SHEET: UPDATE ON THE U.S. STRATEGY FOR ADDRESSING THE ROOT CAUSES OF MIGRATION IN CENTRAL AMERICA
• USA TODAY, July 17, Border security takes center stage at RNC. Here's the actual data under Trump, Biden

Thank you for supporting our journalism. You can subscribe to our print edition, ad-free app or e-newspaper here .

USA TODAY is a verified signatory of the International Fact-Checking Network, which requires a demonstrated commitment to nonpartisanship, fairness and transparency. Our fact-check work is supported in part by a grant from Meta .

• Share full article

The Interview

Vince Vaughn Turned This Interview Into Self-Help

Credit... Devin Oktar Yalkin for The New York Times

Supported by

By David Marchese

• Aug. 3, 2024

The Vince Vaughn who lives in my head is one of my favorite comedic actors. He’s the swaggering, charmingly sarcastic and cheerily ingratiating star of that great run of hit comedies from the early 2000s: “ Old School, ” “ Dodgeball ,” “ Wedding Crashers ,” “ The Break-Up .” (His cameo in “Anchorman” and recurring role as Freddy Funkhouser on “Curb Your Enthusiasm” are also prime comedic Vaughniana.) And putting my own preferences aside, I’d argue that there’s a whole microgeneration of dudes who tried to swipe the neo-Rat Pack vibes that Vaughn was able to deploy so winningly in “ Swingers .”

Listen to the Conversation With Vince Vaughn

Subscribe: Apple Podcasts | Spotify | YouTube | Amazon Music | NYT Audio App

In more recent years, though, after the often R-rated, kind of bro-y comedies with which Vaughn made his mark lost some of their cultural mojo, he has focused more on dramatic roles: the highly anticipated, widely maligned and then critically reconsidered second season of “True Detective,” for example, or his performances in the brutally uncompromising crime films of the director S. Craig Zahler (“ Brawl in Cell Block 99 ,” “ Dragged Across Concrete ”).

But as good as Vaughn can be with darker characters, I never connected those parts to the man who played them. Ahead of our interview, I made the perhaps-common journalist’s mistake of expecting to talk with someone akin to the playfully glib guy from those comedies I love. (That’s in no small part thanks to how Vaughn’s role as a world-weary, wiseass former detective in the new Apple TV+ series “Bad Monkey” scans as a mature update of his comedic persona.) But what I was expecting from Vaughn wasn’t what I got. Instead, I found someone more provocative and earnest, who came most alive when he put me under the conversational microscope. Which is to say, I got a surprise.

Hollywood doesn’t know what to do with R-rated comedies anymore. Why do you think they’ve become harder to crack? When you talk about the R comedies in Hollywood, I feel like there’s a set of rules that the executives follow. The goal is not to get fired — they can defend why they greenlit something. The R comedies that took off was the studio saying to young people that were funny, “Go ahead.” They didn’t micromanage. We were on the sets changing lines and trying to make each other laugh. It’s not done as well by committee. They started managing everything too much and trying to control it all.

We are having trouble retrieving the article content.

Please enable JavaScript in your browser settings.

Thank you for your patience while we verify access. If you are in Reader mode please exit and  log into  your Times account, or  subscribe  for all of The Times.

Thank you for your patience while we verify access.

Already a subscriber?  Log in .

Want all of The Times?  Subscribe .

Advertisement