legal assignment effect

assignments basic law

Assignments: The Basic Law

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

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

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

Basic Definitions and Concepts:

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

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

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

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

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

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

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

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

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

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

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

Novation Compared to Assignment:

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

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

Equitable Assignments:

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

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

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

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

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

Enforceability of Assignments:

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

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

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

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

Assignment of Contractual Rights:

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

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

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

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

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

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

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

Noncompete Clauses and Assignments:

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

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

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

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

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

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

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

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

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

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

Conclusion:

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

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

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

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Out-Law Guide 4 min. read

Assignment and novation

19 Aug 2011, 4:40 pm

Assignment involves the transfer of an interest or benefit from one person to another. However the 'burden', or obligations, under a contract cannot be transferred.

Assignment in construction contracts

As noted above only the benefits of a contract can be assigned - not the burden. In the context of a building contract:

the employer may assign its right to have the works constructed, and its right to sue the contractor in the event that the works are defective – but not its obligation to pay for the works;
the contractor may assign its right to payment of the contract sum - but not its obligation to construct the works in accordance with the building contract or its obligation to meet any valid claims, for example for defects.

After assignment, the assignee is entitled to the benefit of the contract and to bring proceedings against the other contracting party to enforce its rights. The assignor still owes obligations to the other contracting party, and will remain liable to perform any part of the contract that still has to be fulfilled since the burden cannot be assigned. In practice, what usually happens is that the assignee takes over the performance of the contract with effect from assignment and the assignor will generally ask to be indemnified against any breach or failure to perform by the assignee. The assignor will remain liable for any past liabilities incurred before the assignment.

In construction contracts, the issue of assignment often arises in looking at whether collateral warranties granted to parties outside of the main construction contract can be assigned.

Funders may require the developer to assign contractual rights against the contractor and the design team as security to the funder, as well as the benefit of performance bonds and parent company guarantees. The developer may assign such rights to the purchaser either during or after completion of the construction phase.

Contractual assignment provisions

Many contracts exclude or qualify the right to assignment, and the courts have confirmed that a clause which provides that a party to a contract may not assign the benefit of that contract without the consent of the other party is legally effective and will extend to all rights and benefits arising under the contract, including the right to any remedies. Other common qualifications on the right to assign include:

a restriction on assignment without the consent of the other party, whether or not such consent is not to be unreasonably withheld or delayed;
only one of the parties may assign;
only certain rights may be assigned – for example, warranties and indemnities may be excluded;
a limit on the number of assignments - as is almost always the case in respect of collateral warranties;
a right to assign only to a named assignee or class of assignee.

Note that in some agreements where there is a prohibition on assignment, it is sometimes possible to find the reservation of specific rights to create a trust or establish security over the subject matter of the agreement instead.

Legal and equitable assignment

The Law of Property Act creates the ability to legally assign a debt or any other chose in action where the debtor, trustee or other relevant person is notified in writing. If the assignment complied with the formalities in the Act it is a legal assignment, otherwise it will be an equitable assignment.

Some transfers can only take effect as an equitable assignment, for example:

an oral assignment;
an assignment by way of charge;
an assignment of only part of the chosen in action;
an assignment of which notice has not been given to the debtor;
an agreement to assign.

If the assignment is equitable rather than legal, the assignor cannot enforce the assigned property in its own name and to do so must join the assignee in any action. This is designed to protect the debtor from later proceedings brought by the assignor or another assignee from enforcing the action without notice of the earlier assignment.

Security assignments

Using assignment as a way of taking security requires special care, as follows:

if the assignment is by way of charge, the assignor retains the right to sue for any loss it suffers caused by a breach of the other contract party;
if there is an outright assignment coupled with an entitlement to a re-assignment back once the secured obligation has been performed, it is an assignment by way of legal mortgage.

Please see our separate Out-Law guide for more information on types of security.

Restrictions on assignment

There are restrictions on the assignment of certain types of interest on public policy grounds, as follows:

certain personal contracts – for example, a contract for the employment of a personal servant or for the benefit of a motor insurance policy cannot be assigned;
a bare cause of action or 'right to sue' where the assignee has no commercial interest in the subject matter of the underlying transaction cannot be assigned;
certain rights conferred by statute – for example, a liquidator's powers to bring wrongful trading proceedings against a director – cannot be assigned;
an assignment of a contract may not necessarily transfer the benefit of an arbitration agreement contained in the contract;
the assignment of certain rights is regulated – for example, the assignment of company shares or copyright.

If you want to transfer the burden of a contract as well as the benefits under it, you have to novate. Like assignment, novation transfers the benefits under a contract but unlike assignment, novation transfers the burden under a contract as well.

In a novation the original contract is extinguished and is replaced by a new one in which a third party takes up rights and obligations which duplicate those of one of the original parties to the contract. Novation does not cancel past rights and obligations under the original contract, although the parties can agree to novate these as well.

Novation is only possible with the consent of the original contracting parties as well as the new party. Consideration (the 'price' paid, whether financial or otherwise, by the new party in return for the contract being novated to it) must be provided for this new contract unless the novation is documented in a deed signed by all three parties.

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The Assignment of Commercial Contracts in Legal Practice

Contracts are a prime example of intangible property. Parties to commercial contracts, like other property owners, frequently want to transfer their property to a third party. The transfer of a contract refers to the assignment of some or all of a party’s rights or the delegation of some or all of a party’s performance, or both, to a non-party to the agreement.

Some common instances in which a contracting party in a commercial context may desire to assign contractual rights, performance responsibilities, or both are as follows:

In an asset sale, a corporation sells parts or all of its company.
A contractor who subcontracts its work under certain projects.
A business conglomerate that is going through an internal corporate reorganization.
The borrower who offers its lender a security interest in its assets.
A manufacturer who sells its receivables to a third party.

In any of these cases, the non-transferring party may object to assignment or delegation for a variety of grounds, including:

The desire to choose the party with whom it does business.
Concern that a different obligor or obligee may jeopardize the non-transferring party’s capacity to benefit from the contractual deal

To decide whether the transferring party (also known as the transferor) can execute the proposed transfer without gaining the non-transferring party’s approval, the transferring party must turn to relevant legislation and the plain text of the contract. If consent is necessary and not obtained, the transferring party faces the following risks:

Violation of the contract.
Making an ineffective and invalid transfer.

The Definitions of Assignment and Delegation

Each party to a contract is an:

Obligee in terms of its contractual rights; and
Obligor in terms of its contractual performance responsibilities.

Contract “assignability” is a term frequently used by contracting parties and practitioners. While they may expressly address the assignment of a party’s rights under the contract in some contexts, they frequently use the term “assignment” to refer to both:

The delegation of duty to perform.
The assignment of rights to obtain performance.

However, assignment and delegation are two distinct legal concepts that must be treated individually due to the fact that they might have different outcomes.

What is an Assignment?

Assignment is the transfer of some or all of an obligee’s (assignor’s) rights to receive performance under a contract, generally but not always to a non-party (assignee). A contract benefit is a right (a chose in action) that, in theory, may be delegated by the benefiting party to a non-party. For clarity purposes, this informative piece will assume that the assignee is a non-party, although the rights and responsibilities of the parties addressed apply equally to an assignee who is also a party to the agreement. When these rights are assigned, the assignor no longer has any claim to the advantages of the given rights, which are completely passed to the assignee.

Technically, a contract’s burden cannot be assigned under the law (see National Trust Co. v. Mead [i] and Irving Oil Ltd. v. Canada [ii] ). Transferring performance responsibilities under a contract requires the approval of all parties, making such a transfer a novation.

In practice, parties frequently refer to “assigning a contract” or “allowing the assignment of a contract,” which is actually an inaccurate representation of their intentions. For example, the parties may plan for some or all of the following:

The contract’s rights or benefits may be assigned.
The contract’s burdens or performance duties may be transferred.
Rights and burdens may be transferred.

The Effects of Assignment

The assignor is no longer entitled to any benefits from the assigned rights, which have all been passed to the assignee; nonetheless, even if the assignor is stripped of its contractual rights, assignment does not decrease or remove the assignor’s duties to the non-assigning party. As previously stated, a contract’s burden may only be assigned to a third party with the approval of all parties. As a result, the assignor is still obligated to fulfill its contractual commitments. The non-assigning party retains the following:

Its entitlement to get performance from the assignor; and
Its remedies against the assignor in the event of non-performance.

The ordinary rule is that a party can only assign its benefits without the consent of the other party to the contract and will remain liable to the other party for its performance obligations (see National Trust Co. v. Mead [iii] and Rodaro v. Royal Bank [iv] ). If the assignor intends to transfer its obligations and both the non-transferring party and the potential assignee agree, the parties should enter into a novation agreement, which results in a new contract between the assignee and the old contract’s remaining (non-transferring) party. In practice, the assignee often undertakes the contract’s performance responsibilities as of the date of assignment, and the assignor gets an indemnity from the assignee in the event of a breach or failure to perform.

A clear, present, purpose to transfer the assigned rights without needing any additional action by the assignee is required for an assignment to be effective, which means that a promise to assign in the future is ineffective as an actual transfer. Otherwise, no special terminology is necessary to draft an effective assignment.

What is Delegation?

Delegation is the transfer of some or all of an obligor’s (delegating party’s) performance responsibilities (or conditions demanding performance) under a contract to a non-party (delegatee). To be effective, a delegation requires the delegatee to agree to take on the delegated performance; however, unless the non-delegating party has consented to a novation, the delegating party remains accountable for the delegated performance, whether or not it has also transferred its contractual rights.

This is distinct from an assignment of rights, in which the assignor relinquishes its contractual claims upon assignment. As a result, even if the delegating party can effectively delegate its actual performance to the delegatee (such that the delegatee’s actual performance discharges the delegating party’s duty), the delegating party cannot be relieved of its obligation to perform and liability for non-performance unless the non-delegating party agrees to a novation.

There is no precise wording necessary to create an effective delegation, just as there is not for the assignment of rights. When performance is effectively delegated, the delegatee assumes liability for the delegating party’s performance obligations (under an assumption agreement), even if the delegating party retains liability to the non-delegating party for the delegatee’s failure to adequately perform the delegated obligations in the absence of a novation. Under an assumed agreement, the delegating party may have recourse against the delegatee, which is frequently addressed through a contractual indemnity right.

If the delegating party wishes to entirely exclude itself from liability for non-performance, it must get the non-delegating party’s approval to the contract (novation). In the majority of novations, the delegating party, the delegatee, and the non-delegating party all agree on the following:

The delegatee replaces the delegating party as a party to the contract.
The delegating party is no longer liable for contract performance.
The delegatee is directly and solely liable for the delegating party’s contract fulfillment.

Types of Assignment – Legal (Statutory) Assignment vs. Equitable Assignment

Legal (Statutory) Assignment: An assignment that satisfies the provisions of the appropriate province or territory laws (for example, the Conveyancing and Law of Property Act [v] )
Equitable Assignment: An equitable assignment may be enforced even if it does not fulfill the statutory requirements for a legal assignment.

Requirements for a Legal (Statutory) Assignment

All of Canada’s common law provinces have enacted legislation allowing the transfer of contract rights. Notably, the legislation for Ontario is the Conveyancing and Law of Property Act .

These statutory assignments are enforceable if the parties comply with the following procedures:

The assignment is absolute.
The assignment is in writing, signed by the assignor
the non-assigning obligor is given express written notice.

A statutory assignment does not need consideration, and no precise words or form are necessary. They can be made as gifts and be valid.

Requirements for an Equitable Assignment

An assignment may be enforceable as an equitable assignment even if it does not fulfill the formality criteria of a statutory assignment. An equitable assignment does not necessitate the use of any specific terms or form. However, in order to comply with any provincial statutes of frauds regulations, the assignment must be in writing. The phrasing must clearly indicate that the assignee is to benefit from the rights being assigned. In contrast to a statutory assignment, consideration is required until there is a full transfer, such as a gift. It is not necessary to provide the non-assigning obligor with express written notification (except in the case of a transfer of land). However, notification is often given largely to assure that:

The obligor ceases to pay the assignor.
The assignee has priority over subsequent encumbrances.

Contractual Anti-Assignment & Anti-Delegation Clauses

Rather than relying on relatively uncertain legal rules, most commercial contract parties handle transferability issues in the written agreement. As a result, most commercial contracts include a negative covenant that restricts one or both parties’ rights to assign.

These clauses frequently include specific exceptions that allow one or more of the parties to assign and delegate rights and duties, often to designated non-parties such as affiliates and successors-in-interest to the transferring party’s business.

Courts frequently uphold provisions that prevent assignment because they favor the rights of parties to freely contract. However, subject to specific limitations, there is a broad assumption that contractual rights are assignable. As a result, the case law on anti-assignment provisions is a little erratic. Some courts have upheld anti-assignment clauses and declared the agreement unenforceable. Others have argued that an anti-assignment provision cannot preclude assignment.

Overall, contractual anti-assignment and anti-delegation provisions are commonly included in many types of business contracts. If not, transferability is determined by the contract’s subject matter and the nature of the rights and obligations to be transferred. It is important to stay knowledgeable the existence of such contractual terms when dealing with various commercial contracts…such as contracts for the sale of goods, personal service contracts, commercial real estate leases and various other types of contracts.

If you have any questions about your business’s contractual assignment or delegation needs, contact Cactus Law today to speak with a lawyer specializing in commercial law.

Disclaimer:

The information presented above is solely for general educational and informational purposes. It is not intended to be, and should not be taken as, legal advice. The information given above may not be applicable in all cases and may not even reflect the most recent authority after the date of its publication. As a result, please refer to all updated legislation, statutes, and amendments. Nothing in this article should be relied on or acted upon without the benefit of legal advice based on the specific facts and circumstances described, and nothing in this article should be interpreted otherwise.

About the Author:

Kanwar Gujral is entering his third year at Osgoode Hall Law School in Toronto, Ontario. He has a dedicated interest in real estate, business, and corporate law.

[i] National Trust Co. v. Mead , 1990 CarswellSask 165 (S.C.C.).

[ii] Irving Oil Ltd. v. Canada , 1984 CarswellNat 137 (Fed. C.A.).

[iii] Supra note 1.

[iv] Rodaro v. Royal Bank , 2002 CarswellOnt 1047 (Ont. C.A.).

[v] Conveyancing and Law of Property Act , R.S.O. 1990, c. C.34.

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Assign is the act of transferring rights , property , or other benefits to another party (the assignee ) from the party who holds such benefits under contract (the assignor). This concept is used in both contract and property law .

Contract Law

Under contract law, when one party assigns a contract , the assignment represents both: (1) an assignment of rights; and (2) a delegation of duties .

For example, if A contracts with B to teach B guitar for $50, A can assign this contract to C.
Here, A has both: (1) assigned A’s rights under the contract to the $50; and (2) delegated A’s duty to teach guitar, to C.
In this example, A is both the “assignor” and the “delegee” who delegates 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.

Assigning 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, they cannot assign their future right to an assignee.

That is, if A has not yet contracted with B to teach B guitar, A cannot assign their 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 them.

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.

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.

Meaning 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. 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 another party (C) to take over the property.
In this scenario, A might choose between assigning and subleasing the property to C.
If assigning , A would give C the entire balance of the term , with no reversion to anyone; whereas if subleasing , A would give C the property for a limited period of the remaining term.
Under assignment, C would have privity of estate with the landlord while under a sublease, C would not.

[Last updated in June of 2022 by the Wex Definitions Team ]

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Assignments - a brief legal overview and pitfalls to beware!

Many patents will see a change in ownership at some stage in their lives. Assignments are commonplace and occur for a variety of reasons; for example, in the context of a business sale where a buyer purchases all of the assets (including intellectual property assets) of a business from the vendor. Another is in the context of intra-group reorganisations.

Assignments can also occur as part of settlement of a dispute. This article outlines some of the pitfalls of which you should be aware when assigning patents; many of which can be averted by careful drafting of the assignment agreement.

Unless the assignment is intra-group, there will usually be some distance between what the assignee wants (typically, a variety of representations, warranties and indemnities in respect of the assigned rights) and what the assignor is prepared to give. This is a commercial decision and hence no two negotiated patent assignments will be identical.

Consideration

Under English law, to be a valid contract there must be consideration which is either money or money's worth. This is often overlooked but a key point required for the assignment agreement to be legally binding. Whilst the acceptance of mutual obligations may suffice, it is simplest to have a sum of money (even if only for £1). An alternative is to execute the assignment as a deed, though there are specific formalities which must be followed for the agreement to be a deed. Of course, if the parties agree to nominal consideration (eg, £1), it is important that this small amount is actually paid to the assignor.

An assignment of a UK patent (or application) must be in writing and signed by the assignor. It used to be the case that an assignment of a UK patent (or application) would need to be signed by both parties, however the law was changed in 2005. In reality, both parties will usually sign the assignment agreement. Where one or both of the parties is an individual in their personal capacity or a foreign entity, special 'testimonial' provisions are required; for example the signature to the assignment may need to be witnessed.

The assignment

English law distinguishes two types of assignment: legal and equitable. To assign the legal interest in something means that you have assigned simply the title to that property and not the right to exercise the rights inherent in it. This is the equitable (beneficial) interest and if this is not also assigned with the legal title, this can result in a split in ownership. Unless the parties specifically agree otherwise, legal and beneficial ownership should always be assigned together. It is possible to have co-assignees (ie, co-owners) but the terms of the co-ownership will need to be carefully considered.

It is possible to assign the right to bring proceedings for past infringements in the UK, but not in some other jurisdictions. Where non-UK rights are involved, local advice may be required as to whether such an assignment would be enforceable as against a prior infringer. This potential uncertainty makes a robust further assurance clause even more desirable (see below), to ensure the assignor's co-operation after completion of the assignment.

The assignee will also typically argue for (and the assignor will typically resist) a transfer with 'full title guarantee', as this implies as a matter of law certain covenants: that the assignor is entitled to sell the property; that the assignor will do all it reasonably can, at its own expense, to vest title to the property in the assignee; and that the property is free from various third party rights.

In terms of European patents (EP), it is important to remember that ownership of an EP application is determined under by the inventor/applicant's local law, rather than under European patent law. This means that a formal, written assignment agreement should be executed to ensure that the applicant is entitled to ownership of the patent application, for example in cases where the work undertaken was done by a consultant or where local law dictates that the owner is the inventor(s). An assignment should include assignment of the right to claim priority, as well as the right to the invention and any patent applications. This need to obtain an effective assignment of the application (and right to claim priority) is particularly important where a priority application has been made in the name of the inventor. If such an assignment is not executed before applications which claim priority from earlier cases (for example, PCT applications) are filed, the right to ownership and/or the right to claim priority may be lost.

Don't forget tax

Currently, there is no stamp duty payable on the assignment of intellectual property in the UK. However, particularly for assignments which include foreign intellectual property rights, there can be considerable tax implications in transferring ownership of intellectual property rights in some countries and it is always prudent to check that the transfer will not result in excessive tax liabilities for you.

Update the register

Registered rights need to be updated at the patent offices. You will need to decide who pays for this: in the case of one patent, it is a simple process, however in the case of a whole portfolio, the costs can be considerable. Remember, if you ever need to take any action on a patent you own, you need to ensure you are the registered owner of that right at the applicable office.

In the UK, assignments can be registered but there is no statutory requirement to do so. In the case of international assignments, local offices may require recordal of the assignment. In any event, it is desirable for an assignee to ensure that the transaction is recorded. Section 68 of the UK Patents Act provides that an assignee who does not register the assignment within six months runs the risk of not being able to claim costs or expenses in infringement proceedings for an infringement that occurred before registration of the assignment, although recent case-law has reduced this risk somewhat.

Further assurance

The assignee will typically take charge of recordals to the Patents Offices; however they will often need the assignor's help in doing so. A 'further assurance' clause is a key element of the assignment from an assignee's point of view both for this purpose and for assisting in the defence and enforcement of patents or applications for registration. On the other hand, the assignor will typically seek to qualify its further assurance covenant by limiting it to what the assignee may reasonably require, and that anything done should be at the assignee's expense. An assignor should also require that recordals are done promptly to minimise their future correspondence from patent offices.

International transactions

In transactions which involve the transfer of patents in various countries, the parties can execute a global assignment which covers all the patents being transferred, or there can be separate assignments for each country. The former, global assignment, is usually preferred however this will frequently need to be supplemented by further confirmatory assignments in forms prescribed by the relevant international patent registries. As noted above, the preparation and execution of such assignments can be time-consuming and costly, hence the need to decide in advance who bears the cost of such recordals, and the assignee should insist on a further assurance provision.

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26 Consequences and Effects of An Assignment

Published: March 2018
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This chapter discusses the consequences and effects of an assignment. Although the paradigm of transfer applies clearly to multilateral intangible property, it applies much less easily to bilateral intangible property. Interests in multilateral intangible property are fully fledged property rights, good against ‘all the world’. Bilateral intangible property, whilst undoubtedly having some of the characteristics of property, lacks this characteristic of universal enforceability. In the case of bilateral intangible property, the right that is transferred remains, for all its transferability, a personal right as against an identified debtor. There is no question of a right subsisting against ‘all the world’. Rather, there is a right—originally owed by the debtor to the assignor—that is transferred from the assignor to the assignee.

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Assignment vs Novation: Everything You Need to Know

Assignment vs. novation: What's the difference? An assignment agreement transfers one party's rights and obligations under a contract to another party. 4 min read updated on September 19, 2022

Assignment vs. novation: What's the difference? An assignment agreement transfers one party's rights and obligations under a contract to another party. The party transferring their rights and duties is the assignor; the party receiving them is the assignee. Novation is a mechanism where one party transfers all its obligations and rights under a contract to a third party, with the consent of the original counterparty.

The transfer of a benefit or interest from one party to another is referred to as an assignment. While the benefits can be transferred, the obligation or burden behind the contract cannot be. A contract assignment 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.

The assignor continues to carry the burden and can be held liable by the assignee for failing to fulfill their duties under the contract. Purchasing an indemnity clause from the assignee may help protect the assignor from a future liability. Unlike notation, assignment contracts do not annul the initial agreement and do not establish a new agreement. The original or initial contract continues to be enforced.

Assignment contracts generally do not require the authorization from all parties in the agreement. Based on the terms, the assignor will most likely only need to notify the nonassigning party.

In regards to a contract being assignable, if an agreement seems silent or unclear, courts have decided that the contract is typically assignable. However, this does not apply to personal service contracts where consent is mandatory. The Supreme Court of Canada , or SCC, has determined that a personal service contract must be created for the original parties based on the special characteristics, skills, or confidences that are uniquely displayed between them. Many times, the courts need to intervene to determine whether an agreement is indeed a personal service contract.

Overall, assignment is more convenient for the assignor than novation. The assignor is not required to ask for approval from a third party in order to assign their interest in an agreement to the assignee. The assignor should be aware of the potential liability risk if the assignee doesn't perform their duties as stated in the assigned contract.

Novation has the potential to limit future liabilities to an assignor, but it also is usually more burdensome for the parties involved. Additionally, it's not always achievable if a third party refuses to give consent.

It's essential for the two parties in an agreement to appraise their relationship before transitioning to novation. An assignment is preferential for parties that would like to continue performing their obligations, but also transition some of their rights to another party.

A novation occurs when a party would like to transfer both the benefits and the burden within a contract to another party. Similar to assignment, the benefits are transferred, but unlike assignment, the burden is also transferred. When a novation is completed, the original contract is deleted and is replaced with a new one. In this new contract, a third party is now responsible for the obligations and rights. Generally, novation does not cancel any past obligations or rights under the initial contract, although it is possible to novate these as well.

Novation needs to be approved by both parties of the original contract and the new joining third party. Some amount of consideration must also be provided in the new contract in order for it to be novated, unless the novation is cited in a deed that is signed by all parties to the contract. In this situation, consideration is referring to something of value that is being gained through the contract.

Novation occurs when the purchaser to the original agreement is attempting to replace the seller of an original contract. Once novated, the original seller is released from any obligation under the initial contract. The SCC has established a three-point test to implement novation. The asserting party must prove:

The purchaser accepts complete liability
The creditor to the original contract accepts the purchaser as the official debtor, and not simply as a guarantor or agent of the seller
The creditor to the original contract accepts the new contract as the replacement for the old one

Also, the SSC insisted that if a new agreement doesn't exist, the court would not find novation unless the precedence was unusually compelling.

If you need help determining if assignment vs. novation is best for you, 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.

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UK – Legal Terms Explained: Assignment.

April 18, 2023 by Rohin Pujari

What is assignment?

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

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

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

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

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

Assignment v novation

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

Some issues concerning assignment

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

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

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About 500K undocumented immigrants will benefit from this executive order. How to apply

President Joe Biden's executive order Keeping Families Together went into effect Monday, initiating a process that could allow over half a million family members of U.S. citizens to stay in the country legally, the Department of Homeland Security announced.

The United States Citizenship and Immigration Services will begin accepting requests as of Aug. 19 to grant parole-in-place to eligible noncitizen spouses and stepchildren of U.S. citizens who are present in the country without lawful immigration status.

The notice follows Biden’s June directive to expand lawful pathways to keep families together and address "our broken immigration system."

“This is something that will help members of a community, people who have been working, contributing (to) and building their families in this country,” said Ben Monterroso, co-founder and senior advisor at Poder Latinx, a nationwide civic and social justice organization dedicated to building and strengthening Latino political power.

The Department of Homeland Security estimates that more than two-thirds of noncitizens who are married to U.S. citizens are present in the country without due admission or parole, which makes them ineligible for status adjustment. Under the Keeping Families Together process, 500,000 noncitizen spouses and 50,000 noncitizen stepchildren may qualify for parole-in-place.

“Too often, noncitizen spouses of U.S. citizens — many of them mothers and fathers — live with uncertainty due to undue barriers in our immigration system,” said Ur M. Jaddou, director of U.S. Citizenship and Immigration Services, in a statement. “This process to keep U.S. families together will remove these undue barriers for those who would otherwise qualify to live and work lawfully in the U.S., while also creating greater efficiencies in the immigration system, conducting effective screening and vetting, and focusing on noncitizens who contribute to and have longstanding connections within American communities across the country.”

Applicants who are granted parole through this process and are eligible could then apply for lawful permanent residence without having to leave the country.

“We have an opportunity to start coming out of the shadows of society and to continue contributing and living lives in this country, especially the half a million eligible to become legal permanent residents, to move on and to become U.S. citizens,” Monterroso said, adding he encourages everyone with the opportunity to apply to do so as soon as possible even amidst the current political climate, which may spook some potential applicants.

“I was legalized through the amnesty of the 80s,” he said, referring to the Simpson-Mazzoli Act of 1986 enacted by President Ronald Reagan that offered legalization and prospective naturalization to undocumented migrants and farm workers who entered the country prior to 1982.

Birthright citizenship in the U.S.: GOP candidates want to end it. Here's what to know

Besides the immigration reform in the 80s, Monterroso said a similar process occurred during the enactment of the Deferred Action for Childhood Arrivals (DACA) program established by President Barack Obama in 2012 that prompted fear among eligible individuals to put their names in official papers saying they were present in this country.

“The bottom line is we are here, we cannot (remain) invisible and afraid of being known. We have an opportunity to benefit and move forward with a legalized process in the U.S.,” he said.

Monterroso said Poder Latinx will continue its efforts to educate the community on the process and their rights, keeping in mind that the biggest opportunity citizens of this country have will come in November.

“This is a step in the right direction, but it’s by no means the solution we need. We cannot ignore the fact that we have millions of others who also deserve an opportunity to come out of the shadows,” he said, adding that this is a problem that cannot be fixed solely through executive orders but through proper legislation.

“Those who are families, (those) married to a citizen should be able to participate in the elections to make sure elected officials do the right thing for everyone in this country,” Monterroso said.

Who is eligible to apply for the parole-in-place program?

Eligibility requirements for noncitizen spouses include having been continuously physically present in the country since June 17, 2014, and marriage to a U.S. citizen on or before June 17, 2024.

Applying noncitizen stepchildren must have been under the age of 21 and unmarried on June 17, 2024, and continuously physically present in the country since at least that date. Stepchildren must have a noncitizen parent married to a U.S. citizen on or before June 17, 2024, and before their 18th birthday.

Both noncitizen spouses and stepchildren must be in the country without admission or parole and have no disqualifying criminal history.

How to apply for the parole-in-place program

Interested and eligible individuals must file an Application for Parole in Place for Certain Noncitizen Spouses and Stepchildren of U.S. Citizens, or Form I-131F , by creating an account online and paying a $580 fee.

No fee waiver requests are accepted for this process, according to the USCIS website.

Immigration resources in Arizona

Many organizations in Arizona currently offer services that can assist immigrant community members and may assist in filing this form:

Poder Latinx hosts workshops throughout the year that help immigrants apply for residency and become naturalized citizens. Find them at 1616 E. Indian School Road, Suite 480, Phoenix, [email protected], https://poderlatinx.org/ .

Latinos United for Change in Arizona offers help with DACA applications, residency renewals and the naturalization process. Find them at 5716 N. 19th Ave., Phoenix, 602-388-9745, https://www.luchaaz.org/ .

Phoenix Legal Action Network offers legal support for non-detained immigrants in Arizona by representing them before court in immigration cases. Find them at 602-730-1726, [email protected], https://planphx.org/ .

The Florence Project offers legal representation for detained immigrants and education services related to immigration processes in Arizona. Find them at Phoenix line 602-307-1008, Tucson line 520-777-5600, [email protected], https://firrp.org/ .

La Voz reporter Erick Treviño contributed to this article.

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Zero Pollution: Modernised rules on industrial and livestock rearing emissions come into effect

The latest rules will help promote innovation in new and emerging technologies and foster material efficiency and decarbonisation by encouraging greener practices.

The updated Directive on industrial and livestock rearing emissions enter into force on Sunday (4 August), revising the former Industrial Emissions Directive (IED).

In line with the Zero Pollution ambition of the European Green Deal , the revised Directive will result in less emissions from large industrial installations and pig and poultry farms. This will ensure a healthier environment for people and the planet, whilst spurring innovation, rewarding frontrunners, and providing industry with a level playing field on the EU market and improved investment certainty.

This modernised law will help guide industrial investments necessary for Europe’s transition towards a cleaner, carbon-neutral, more circular and competitive economy.

By 2050, the implementation of the revised Directive is expected to reduce emissions of key air pollutants (PM 2.5 , SO 2 , NO X and NMVOC (non-methane volatile organic compounds)) by up to 40% compared to 2020 levels.

It is the first EU environmental law to enshrine the right of people to seek compensation for damage to their health caused by illegal pollution.

Stronger rules for tackling emissions

The revised law will cover additional sources of emissions and streamline the granting of operating permits for the concerned industrial installations and farms.

The updated rules will make emission limit values stricter, mandate electronic permitting, reduce administrative costs, and tighten conditions on granting derogations.

They will also introduce more dissuasive penalties (worst infringements can be sanctioned by fines of at least 3% of the annual EU turnover of the legal person) and more powers for competent authorities to suspend the operation of non-compliant installations. 

The inclusion of metal mining and the large-scale manufacturing of batteries will reduce pollution from these sectors, thereby helping to improve public acceptance and lower investment risks.

The coverage of intensive pig and poultry farms will be increased (excluding organic pig farming). This will be key to reducing nitrogen pollution. These farms will be subject to a lighter permitting regime allowing for a simple registration. The operating rules applying to the sector will be defined transparently and inclusively, reflecting the size of farms, as well as the density of livestock.

The new rules include the adoption of best available techniques for waste landfills.

The updated law will provide new and stronger tools for circular economy and resource efficiency. It will also tackle chemical pollution so that less toxic alternatives to hazardous substances are used in industrial processes. 

Promoting innovation for benefit of more industrial installations

EU frontrunners in industrial innovation will benefit from flexible permitting rules to test more environmentally performing techniques.

A new Innovation Centre for Industrial Transformation and Emissions (INCITE) operated by the Commission’s Joint Research Centre will gather information on innovative pollution prevention and control solutions and transformative technologies. INCITE will look at both environmental and economic aspects and make the information available using a dedicated public online platform, providing insights that would otherwise not be available on an EU-wide basis.

Industries will have to develop transformation plans, describing how their installations will progress towards decarbonisation, zero pollution, and a circular economy.

Protecting citizens: Breakthrough for right to compensation

The revised Directive recognises for the first time in EU environmental law the right to seek compensation for damage to their health caused by illegal pollution. Accountability is also significantly increased through greater public participation in the permitting process, improved access to justice, and better access to information.

The new Industrial Emissions Portal Regulation (IEPR) entered into force on 22 May 2024. It will enhance access to environmental data, allowing citizens to gain insight into permits issued in the EU and on polluting activities in their immediate surroundings.

The Portal website will provide more comprehensive information on industrial installations, streamline electronic reporting by IED operators and improve the geolocated monitoring of emissions and resource use. 

Next steps 

Member States now have 22 months to transpose the revised IED. The Commission will adopt secondary legislation (implementing and delegated acts) to complement the law and assist with its application. Data will be first reported to the new Industrial Emissions Portal in 2028.

The directive on industrial and livestock rearing emissions provides national permitting authorities with environmental norms for around 75,000 large industrial installations and livestock farms in the EU.

These installations must comply with emissions conditions by applying activity-specific ‘best available techniques’.

In April 2022, the Commission proposed to revise the former Industrial Emissions Directive to modernise it and make it more efficient in line with the European Green Deal objectives of zero pollution, climate neutrality and resource efficiency. 

More information

IED 2.0 EUR-Lex

IEPR EUR-Lex

IED 2.0/IEPR web story

Updated IED 2.0 FAQ

INCITE website

EU Environment newsletter

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EU Environment newsletters deliver the latest updates about the European Commission’s environmental priorities straight to your inbox.

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U.S. Unveils Price Limits for 10 Costly or Common Medications

The Biden administration said it would have saved $6 billion had the new prices been in effect last year.

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A syringe with the word Enbrel on it is held in two hands.

By Noah Weiland and Rebecca Robbins

Noah Weiland covers federal health policy, and Rebecca Robbins covers the pharmaceutical industry.

The Biden administration on Thursday unveiled the results of landmark drug price negotiations between Medicare and pharmaceutical companies, allowing President Biden and Vice President Kamala Harris to cast themselves as confronting the drug industry on behalf of older Americans at a critical moment in the presidential campaign.

The negotiated prices, which take effect in 2026, are expected to save billions of dollars for Medicare, which is funded by taxpayers. But they will lead to direct out-of-pocket savings for only a subset of the millions of older Americans who take the drugs subject to negotiations.

Other provisions of the law that created the drug negotiation program, such as capping patients’ expenses for insulin and their yearly out-of-pocket drug costs, will do more to save older Americans money at the pharmacy counter.

The 10 drugs subject to negotiations include widely used blood thinners and arthritis medications. Had the new prices been in effect last year, administration officials said, Medicare would have saved $6 billion, which would have reduced its spending on those drugs by 22 percent.

“This is a fight all of us have been fighting for a long time: taking on Big Pharma,” Mr. Biden said at an event in Maryland celebrating the announcement, where he and Ms. Harris had their first joint public appearance since she took over the Democratic presidential ticket.

The negotiations, a longtime aspiration of Democrats, are the first that the federal government has directly conducted with drugmakers on behalf of Medicare beneficiaries. Mr. Biden on Thursday recalled working on legislation as a senator in the 1970s that would have allowed Medicare to negotiate prices directly.

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Prompted by mass shooting, 72-hour wait period and other new gun laws go into effect in Maine

A variety of AR-15-style rifles are displayed under an American flag at the Kittery Trading Post, Friday, Aug. 9, 2024, in Kittery, Maine. Maine gun retailers are now requiring a three-day wait period for purchases under a new law that was among several gun safety bills adopted after the state’s deadliest mass shooting. (AP Photo/Charles Krupa)

Customers shop in the firearms section at the Kittery Trading Post, Friday, Aug. 9, 2024, in Kittery, Maine. Maine gun retailers are now requiring a three-day wait period for purchases under a new law that was among several gun safety bills adopted after the state’s deadliest mass shooting. (AP Photo/Charles Krupa)

FILE - The Statehouse is seen, Feb. 4, 2014 in Augusta, Maine. (AP Photo/Joel Page, File)

A customer sights in a long gun while shopping at the Kittery Trading Post, Friday, Aug. 9, 2024, in Kittery, Maine. Maine gun retailers are now requiring a three-day wait period for purchases under a new law that was among several gun safety bills adopted after the state’s deadliest mass shooting. (AP Photo/Charles Krupa)

FILE - Rain-soaked memorials for those who died in a mass shooting sit along the roadside by Schemengees Bar & Grille, Oct. 30, 2023, in Lewiston, Maine. (AP Photo/Matt York, File)

A selection of handguns are displayed at the Kittery Trading Post, Friday, Aug. 9, 2024, in Kittery, Maine. Maine gun retailers are now requiring a three-day wait period for purchases under a new law that was among several gun safety bills adopted after the state’s deadliest mass shooting. (AP Photo/Charles Krupa)

Aaron Fondry, left, is handed a 9mm pistol by Bryan Hodge, asst. manager of firearms, while shopping at the Kittery Trading Post, Friday, Aug. 9, 2024, in Kittery, Maine. Maine gun retailers are now requiring a three-day wait period for purchases under a new law that was among several gun safety bills adopted after the state’s deadliest mass shooting. (AP Photo/Charles Krupa)

A selection of Sig Sauer pistols are displayed at the Kittery Trading Post, Friday, Aug. 9, 2024, in Kittery, Maine. Maine gun retailers are now requiring a three-day wait period for purchases under a new law that was among several gun safety bills adopted after the state’s deadliest mass shooting. (AP Photo/Charles Krupa)

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PORTLAND, Maine (AP) — With eleventh hour guidance from the state, Maine gun retailers on Friday began requiring a three-day wait period for gun purchases under one of the new safety laws adopted following the state’s deadliest mass shooting .

Maine joined a dozen other states with similar laws , requiring that buyers wait 72 hours to complete a purchase and retrieve a weapon. The law is among several gun-related bills adopted after an Army reservist killed 18 people and injured 13 others on Oct. 25, 2023, in Lewiston.

The new law wouldn’t have prevented the tragedy — the gunman bought the rifle legally months earlier — but Friday’s milestone was celebrated by gun safety advocates who believe it will prevent gun deaths by providing a cooling-off period for people intent on buying a gun to do harm to others or themselves.

“These new laws will certainly save lives, both here in Maine and throughout the nation,” said Nacole Palmer, executive director of the Maine Gun Safety Coalition.

Gun store owners complained about the guidance, released just Tuesday, and the loss of sales to out-of-state visitors during Maine’s busy summer tourism season. They also said the waiting period will take a toll on gun shows.

In Kittery, Dave Labbe from the Kittery Trading Post said there would be close to zero completed rifle sales at its main store beginning Friday as customers subject to the waiting period will have to return to pick up their firearms. He is worried shoppers won’t buy guns because the waiting period requires them to make an extra trip to the store.

“You can imagine how I feel,” he said.

Unlike other Maine dealers, Kittery Trading Post’s out-of-state buyers of rifles and shotguns have the option to move those sales to its New Hampshire facility to complete a same-day purchase. But that increases business costs and inconveniences customers. In some cases, the customer may prefer to ship the firearm to a dealer in their home state, Labbe said.

At the store on Friday, shoppers poured inside on a rainy day to make purchases of clothing and outdoor gear, but foot traffic in the gun department appeared to be slower than usual. A sign overhead alerted buyers to the new law.

Some retailers claimed the guidance was late and vague.

“It’s as clear as mud,” said Laura Whitcomb from Gun Owners of Maine. She noted that gray areas include the legal definition for the “agreement” that must be reached to trigger the waiting period.

Critics of the law have vowed to sue. They contend it harms only law-abiding citizens while doing nothing to stop criminals from accessing weapons illegally. They also contend people who intend to harm themselves will find another way to do so if they are unable to purchase a gun on the spot. Violating the law is a civil infraction with a fine of $200 to $500 for a first offense and $500 to $1,000 for subsequent violations.

The waiting period law went into effect without the signature of Democratic Gov. Janet Mills. It was one of a series of bills adopted after the mass killings at a bowling alley and a bar and grill in Lewiston.

Mills told lawmakers during her State of the State address that doing nothing was not an option after the tragedy.

The laws bolstered the state’s “yellow flag” law allowing weapons to be taken from someone in a psychiatric crisis, criminalized the transfer of guns to prohibited people and required background checks for people who advertise a gun for sale on Craigslist, Facebook Marketplace or elsewhere.

Maine is a state with a long hunting tradition and the bills drew opposition from Republicans who accused Democrats, who control both legislative chambers, of using the tragedy to advance proposals, some of which had previously been defeated.

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Legal Assignment
Understanding The Law Of Assignment
Law and Legal Assignment Help
Letter Assigning a Contract
A Case Study Assignment on Legal Contract
Law Assignment Sample

COMMENTS

Assignment (law)
Assignment (law) Assignment[ a] is a legal term used in the context of the laws of contract and of property. In both instances, assignment is the process whereby a person, the assignor, transfers rights or benefits to another, the assignee. [ 1] An assignment may not transfer a duty, burden or detriment without the express agreement of the ...
Assignments: The Basic Law
Ordinarily, the term assignment is limited to the transfer of rights that are intangible, like contractual rights and rights connected with property. Merchants Service Co. v. Small Claims Court, 35 Cal. 2d 109, 113-114 (Cal. 1950). An assignment will generally be permitted under the law unless there is an express prohibition against assignment ...
What Is an Assignment of Contract?
An assignment of contract occurs when one party to an existing contract (the "assignor") hands off the contract's obligations and benefits to another party (the "assignee"). Ideally, the assignor wants the assignee to step into their shoes and assume all of their contractual obligations and rights. In order to do that, the other party to the ...
Legal Assignment: Everything You Need to Know
A legal assignment occurs when: In the Purman Estate case, the court stated that a legal assignment is a transfer of property, or of some right or interest, from one person to another. It also stated that it must be the proper transfer of one whole interest in that property. An assignment of rights occurs when an assignor gives up or transfers ...
assignment
Assignment is a legal term whereby an individual, the "assignor," transfers rights, property, or other benefits to another known as the " assignee .". This concept is used in both contract and property law. The term can refer to either the act of transfer or the rights /property/benefits being transferred.
Operation and Effect of Assignments
An assignment is the transfer of property or some other right from one person to another. [i] Once an assignment is made, all rights and interests of the assignor are transferred to the assignee. By assignment, an assignee stands in the shoes of the assignor and acquires all the rights and liabilities of the assignor. [ii] In Thweatt v.
Assignment and novation
If the assignment complied with the formalities in the Act it is a legal assignment, otherwise it will be an equitable assignment. Some transfers can only take effect as an equitable assignment, for example: an oral assignment; an assignment by way of charge; an assignment of only part of the chosen in action;
PDF ASSIGNMENT: HOW IT WORKS
or may be barred by some other operation of law. The effect of the assignment is to extinguish the ... ("Missouri law prohibits the assignment of bodily injury claims for reasons of public policy"). 9 Doremus v. Atl. Coast Line R. Co., 130 S.E.2d 370, 376 (S.C. 1963) (citing 6 C.J.S. Assignments § 32,
Law Governing Assignments
An assignment is a transfer by the owner of a right (the assignor) to another person (the assignee). Generally, questions regarding the validity, enforceability, or effect of an assignment are governed by the law of the place where the assignment was made. Whether a right under a contract is capable of being transferred is determined by the law ...
The Assignment of Commercial Contracts in Legal Practice
The Effects of Assignment. The assignor is no longer entitled to any benefits from the assigned rights, which have all been passed to the assignee; nonetheless, even if the assignor is stripped of its contractual rights, assignment does not decrease or remove the assignor's duties to the non-assigning party. ... Legal (Statutory) Assignment ...
assign
Assign is the act of transferring rights, property, or other benefits to another party (the assignee) from the party who holds such benefits under contract (the assignor). This concept is used in both contract and property law. Contract Law Under contract law, when one party assigns a contract, the assignment represents both: (1) an assignment of rights; and (2) a delegation of duties.
Legal assignment
Legal assignment. The usual way of assigning the benefit of any debt or other legal thing in action under section 136 of the Law of Property Act 1925. Under that section, the basic requirements for a legal assignment are as follows: Only the benefit of an agreement may be assigned. The assignment must be absolute. The rights to be assigned must ...
Assignment
Assignment. The transfer of a right from one party to another. For example, a party to a contract (the assignor) may, as a general rule and subject to the express terms of a contract, assign its rights under the contract to a third party (the assignee) without the consent of the party against whom those rights are held. Obligations cannot be ...
To assign or not to assign that's a real question
In this briefing we discuss the legal and practical consequences of taking an assignment, the due diligence to be considered and the potential alternatives to assignments such as fixed and floating charges. The recent decision in the case of Dassault Aviation SA v Mitsui Sumitomo Insurance Co Ltd [2022] EWHC 3287 (Comm) discussed the impact of ...
Assignments: why you need to serve a notice of assignment
An assignment can be a legal assignment or an equitable assignment. ... 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 ...
Assignments
Signing. An assignment of a UK patent (or application) must be in writing and signed by the assignor. It used to be the case that an assignment of a UK patent (or application) would need to be ...
Consequences and Effects of An Assignment
Abstract. This chapter discusses the consequences and effects of an assignment. Although the paradigm of transfer applies clearly to multilateral intangible property, it applies much less easily to bilateral intangible property. Interests in multilateral intangible property are fully fledged property rights, good against 'all the world'.
FAQs on assignments in finance transactions
the law of assignment in English law finance transactions. 1. Are all notified assignments legal assignments? No, while all legal assignments must have been notified to the debtor, notice to the debtor is not enough by itself to make an assignment a legal assignment. The full requirements for a legal assignment are set out in the answer to ...
Assignment vs Novation: Everything You Need to Know
Assignment vs. novation: What's the difference? An assignment agreement transfers one party's rights and obligations under a contract to another party. The party transferring their rights and duties is the assignor; the party receiving them is the assignee. Novation is a mechanism where one party transfers all its obligations and rights under a ...
Defenses Based On Invalid Assignment
Defenses Based On Invalid Assignment. Generally, a debtor may assert against an assignee, all equities or defenses existing against the assignor prior to notice of the assignment. Thus a debtor may allege any claim that may render the assignment absolutely invalid or ineffective. The debtor can allege that the assignee has no title or right to sue.
UK
In practice, parties tend to effect a legal assignment by way of an assignment agreement or deed of assignment to ensure that these requirements are satisfied. However, if the parties fail to meet any of the requirements set out in LPA 1925 the assignment will usually have equitable effect. Equitable assignments may arise orally or in writing ...
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Assignments: The Basic Law

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