definition assignment agreement

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.

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by   Belle Wong, J.D.

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

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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.

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Assignment Agreement Definition: Everything You Need to Know

The assignment agreement definition is a part of the common law that is in charge of transferring the rights of an individual or party to another. 3 min read updated on February 01, 2023

The assignment agreement definition is a portion of the common law that is in charge of transferring the rights of an individual or party to another person or party. The assignment agreement is often seen in real estate but can occur in other contexts as well. An assignment is just the contractual transfer of benefits that will accrue or have accrued. Obligations don't transfer with the benefits of an assignment. The assignor will always keep the obligations.

Security Agreement

A part of contract law that is responsible for financial transactions is a security agreement. These are also called a secured transaction and include a grantor that promises collateral to the grantee. In contract law, the security agreement doesn't cover actual real estate or land. Instead, this agreement covers stock, vehicle, livestock, or another type of personal property. In a security agreement, in the case where a grantee already has the collateral, the grantor can verbally acquire the transaction.

However, it's preferred to have a security agreement that is written down instead of having a verbal agreement, just in case there's a disagreement among the parties. Both a security agreement and an assignment may apply to a variety of property rights.

Example of Using Assignment and Security Agreements in Property Rights

As an example, the agreements may cover the promise to use stocks as collateral or to transfer the rights of stock investments. It may also be possible for the agreements to include properties that are less tangible. The agreements may apply to creative rights, such as film production or written works. If it is a case of creative rights, any benefits often include future revenue that may be earned from the distribution or sale of said works.

How Can an Attorney Help You?

You may want to hire an attorney to help you draft a security agreement and legal assignment. There are other services that you might want to use that don't cost as much but will still help you draft your contracts. The following are ways to save money while drafting a contract:

• Buy software with a template that creates security agreements and assignments.
• Buy a generic contract form at the bookstore.
• Buy a book with advice.

Unless your background includes knowing particular legal knowledge about security agreements and assignments, you'll want to talk to an attorney before you use any contract forms that are self-generated. Both security agreements and assignments are complicated areas of contract law.

Lease Assignment Definitions

An agent is someone who is licensed by the state where a property is established to aid in real-estate transactions such as leases , assignments, and property sales. An agent is usually either an attorney, sales agent, or real estate broker. The tenant from the initial lease is the assignor, and he transfers his whole interest to another person. The assignee obtains the lease interest from the assignor or original tenant and will become the new tenant.

Consideration is what the assignor gets from the assignee for transferring the lease interest to the assignee. The consideration is often a certain amount of money. Interests that other people hold are encumbrances, and they can affect the title and possibly the possession and use of the property by the assignee and the assignor.

If the property in question is a residential unit that's above a commercial property, the lease is considered to be a residential one, even though the property is in a commercial building. The governing law is that of the jurisdiction in which the property is located, no matter what jurisdiction the landlord, assignee, and assignor reside in. The assignee is allowed to receive a copy of the master lease. The assignor can either give the assignee a copy directly or include the copy with the lease assignment.

If the assignor isn't liable for the assignee's conduct, the landlord will need to go after the assignee if he or she causes property damage. However, if the assignor has liability for the conduct of the assignee, the landlord may then ask for compensation from both the assignee and assignor should the assignee cause any damage to the property.

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Contract Assignments

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  What is a Contract Assignment?

In a contract assignment, one of the two parties to a contract may transfer their right to the other’s performance to a third party. This is known as “contract assignment.” Generally, all rights under a contract may be assigned. A provision in the contract that states the contract may not be assigned usually refers to the delegation of the assignor’s (person who assigns) duties under that contract, not their rights under the contract. 

In modern law, the phrase “assignment of contract” usually means assignment of both rights and duties under a contract.

Who are the Various Parties Involved in a Contract Assignment?

How is a contract assignment created, when is a contract assignment prohibited, which parties are liable to each other in a contract assignment, are there issues with multiple assignments, should i hire a lawyer for contract assignments.

In a contract, there are two parties to the agreement, X and Y. The parties may agree to let X assign X’s rights to a third party . Once the third party enters the picture, each party has a special name. For instance, suppose X, a seller of bookmarks, contracts with Y, a purchaser of bookmarks. Y desires to have Y’s right to X’s performance (the sale of bookmarks on a monthly basis) to another person. 

This third person, Z, is called the assignee. X is called the obligor , and Y is called the assignor , since Y has assigned its right to X’s performance . X, the obligor, is obligated to continue to perform its duties under the agreement.

There are no “magic words” needed to create an assignment. The law simply requires that the would-be assignor have an intent to immediately and completely transfer their rights in the agreement. In addition, writing is typically not required to create an assignment. As long as X and Y both adequately understand what right is being assigned, an assignment is created. 

Words that indicate a transfer is to take place suffice, such as “I intend to transfer my rights under this agreement,” or, “I intend to give my rights to Z,” or “I intend to confer an assignment on Z.” In addition,consideration,which is a bargained-for exchange required for a contract to be valid, is not required for assignment.

In certain instances, an assignment of contract rights can be prohibited. If the contract contains a clause prohibiting assignment of “the contract,” without specifying more, the law construes this language as barring only delegation of the assignor’s duties, not their rights. If the assignment language states “assignment of contractual rights are prohibited,” the obligor may sue for damages if the assignor attempts to assign the agreement. If the contract language states that attempts to assign “will be void,” the parties can bar assignment.of rights.

Under modern contract law, the phrase “I assign the contract” is usually interpreted to mean that one is assigning rights and duties. What is an assignment of duties? An assignment of duties occurs where Y, called the obligor or delegator, promises to perform for X, the obligee. Y then delegates their duty to perform to Z, the delegate. Under the law, most duties can be delegated. 

There are exceptions to this rule. Delegation can be prohibited when:

• The duties to be performed involve personal judgment and special skill (e.g., a portrait, creation of a custom-made dress). 
• “Personal judgment” is the exercise of some kind of superior judgment when it comes to determining how, when, or where to do something. Examples of individuals who exercise personal judgment include talent scouts and financial advisors.  Special skill is the unique ability to create a good or perform a service. A delegator can be prohibited from delegating duties when it is that specific delegator’s services are sought. For example, if the services of a specific famous chef are sought, and the original agreement was entered into on the understanding that the chef was hired for their specific talent, the delegator may not delegate the services;
• The assignment fundamentally changes risks or responsibilities under the agreement;
• The assignment is over future rights associated with a future contract that does not currently exist;
• Delegation would increase the obligation of the obligee. For example, if a shoe manufacturer contracts to deliver soles to a store in the same town as the shoe factory, the other party cannot assign the delivery to a different store in another state. Doing so would impose a greater obligation on the obligee than was originally contemplated;
• The obligee had placed special trust in the delegator. For example, assume that you have hired a patent attorney, based on that attorney’s significant skill and expertise, to obtain a valuable patent. You have placed special trust in this person, hiring them instead of other patent attorneys, because of their unique expertise. In such a situation, the attorney may not delegate his duties to another attorney (delegate), since the attorney was hired because of one person’s special capabilities;
• The delegation is of a promise to repay a debt; or
• The contract itself restricts or prohibits delegation. If the contract states, “any attempt to delegate duties under this contract is void,” a delegation will not be permitted.

In a contract involving assignment of rights, the assignee may sue the obligor. This is because the assignee, once the assignee has been assigned rights, is entitled to performance under the contract. If the obligor had a defense that existed in the original contract between obligor and assignor, the obligor may assert that defense against the assignee. Examples of such defenses include the original contract was not valid because of lack of consideration, or because there was never a valid offer or acceptance).

An assignee may also sue an assignor. Generally, if an assignment is made for consideration,it is irrevocable. Assignments not made for consideration, but under which an obligor has already performed, are also irrevocable. If an assignor attempts to revoke an irrevocable assignment,the assignee may sue for “wrongful revocation.” 

In circumstances involving delegation of duties,an obligee must accept performance from the delegate of all duties that may be delegated. The delegator remains liable on the agreement. Therefore, the obligee may sue the delegator for nonperformance by the delegate. The obligee may sue the delegate for nonperformance, but can only require the delegate to perform if there has been an assumption by the delegate. An assumption by the delegate is a promise that the delegate will perform the delegated duty, which promise is supported by consideration. 

Assignments that are not supported by consideration are revocable. If an initial assignment is revocable, a subsequent assignment can revoke it. If a first assignment is irrevocable, because consideration was present,the first assignment will usually prevail over a subsequent assignment. This means the person who can claim the assignment was first made to them will prevail over someone who claims a subsequent assignment. 

If, however, the second person paid value for the assignment, and entered into the assignment without knowing of the first assignment, the “subsequent”assignee is entitled to proceeds the first judgment against the obligor (the original party who still must perform), in the event such a judgment is issued,

If you have an issue with assignment of rights or duties under a contract, you should contact a contract lawyer  for advice. An experienced business lawyer near you can review the facts of your case, advise you of your rights, and represent you in court proceedings.

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• What Is An Assignment Agreement?

Businesses and individuals use assignment agreements for many purposes. These agreements (or contracts) can have different names.  Whatever the agreement or contract might be called, the general idea is simple: one person (usually called the " Assignor ") transfers to another person (usually called the " Assignee ") ownership of or control over some asset or other property or an interest in some asset or other property.  Often the transfer of these rights requires the Assignee to assume the obligations that are related to the transferred property (and, for this reason, you may see references to contracts called "assignment and assumption agreements").

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Stand-Alone Assignment Agreements

Assignment agreements can be used as "stand-alone" contracts to transfer a property right.  For example, when a person is a party to a contract or otherwise has a legal right that provides her or him with the right to be paid money in the future, that contract or other right may allow (or not prohibit) the person to assign her or his rights to receive that money to someone else.  

Assignment Agreements in Asset Sales

But, assignment agreements are also often used in the context of a transaction or relationship that has a number of other moving parts and other, related agreements. In such a case, an assignment contract may be required in order to make another contract effective for purposes of that overall transaction or relationship. For example, when one business is acquiring the assets of another business, the Asset Purchase Agreement (" APA ") will often include a provision or clause that states that it is a condition to closing the asset deal that the buyer and seller enter into a separate (but related) assignment and assumption agreement. If the closing of the asset sale does not happen simultaneously with the signing of the APA, but is to happen some time after the APA is signed, then the APA will typically include as an exhibit a form of Assignment and Assumption Agreement which the parties have negotiated, prepared, and agreed to before they sign the APA.

The final, "execution copy" of that assignment and assumption agreement will be signed at the later closing. The final assignment and assumption agreement that is executed and delivered at closing will be much shorter than the APA. It can be used (among other purposes) by the buyer (the Assignee) to show that the buyer owns the assigned asset or assets, and by the seller (the Assignor) to prove that it is the buyer that now has assumed all of the obligations related to the assigned asset(s), but without having to show the full APA, which may have confidential or other non-public information in it. In asset purchase deals, it is common to have several assignment agreements, depending on the nature of the assets sold. For example, there might be general Assignment and Assumption Agreement along with a separate Trademark Assignment Agreement, Patent Assignment Agreement, Copyright Assignment Agreement, Domain Name Assignment Agreement, and/or other assignment agreements. 

Startup Assignment Agreements

Another example of an assignment agreement that is commonly used as part of a larger transaction or relationship occurs in the context of startups. This is especially true for startups whose business relies on software and other technology, copyrights, trademarks, inventions, trade secrets, processes, patents or other intellectual property (" IP ") that the founders have acquired, developed, or contributed to.  These contracts often go by the (somewhat "clunky") name of Confidential Information and Inventions Assignment Agreements (" CIIA 's") or Proprietary Information and Inventions Assignment Agreements (" PIIA 's"). By whatever name called, the purpose here is for the founders of a startup to assign any and all ownership and other rights that may have or may later claim to have in the IP they worked on, acquired, or contributed to ... both before and after they form their corporation or limited liability company (" LLC "). It is typical that founders of a startup sign their respective CIIA's / PIIA's as a condition to them being issued stock or membership interests in their newly formed corporation or LLC. The CIIA / PIIA is a very important document for a startup and should be prepared properly and signed by each person with some actual or potential claim to the IP to be used in the business. Among other things, investors in a startup will be reluctant or unwilling to invest in a company that is IP-dependent if they can not get comfort that the company is the legal owner of the IP on which its success will depend.

For Employees and Consultants 

A CIIA / PIIA may also be required for employees and consultants as a condition to being employed or retained. Although it is true that, as a general rule, anything an employee develops or works on for an employer during the course of employment that is within the scope of the work for which the employee is hired belongs the employer, the assignment of rights and waiver of claims included in the CIIA / PIIA provide the twin benefits of clarifying and memorializing the employee's understanding and acknowledgment . While all business contracts should be prepared by (or at least reviewed and discussed with) a lawyer with relevant experience, contracts involving employment law require particular attention. Employment laws generally (and in particular in certain states) are often not only very pro-employee, but are hostile to the employer, and these laws are often un-intuitive and complex. (This is not a judgment statement, but an assessment of the current legal landscape for employers.) Caution should be taken by every business before entering into any contract with an employee. 

DO IT RIGHT

There are many other possible business arrangements that would benefit from an assignment agreement.  Both the assignor and the assignee should make sure that the contract they sign has been properly prepared for protecting their interests.  Contact an experienced business / corporate attorney if you are contemplating entering into a stand-alone assignment agreement, or a transaction or other business relationship that requires the use of an assignment of assets, rights, properties or other interests. Make an appointment now for a Free Consultation .  

This article is not legal advice, but is provided for general information purposes only: see the disclaimer in the footer of this site, and read  Legal Notices here.

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Contract Assignment Agreement

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This Contract Assignment Agreement document is used to transfer rights and responsibilities under an original contract from one Party, known as the Assignor, to another, known as the Assignee. The Assignor who was a Party to the original contract can use this document to assign their rights under the original contract to the Assignee, as well as delegating their duties under the original contract to that Assignee. For example, a nanny who as contracted with a family to watch their children but is no longer able to due to a move could assign their rights and responsibilities under the original service contract to a new childcare provider.

How to use this document

Prior to using this document, the original contract is consulted to be sure that an assignment is not prohibited and that any necessary permissions from the other Party to the original contract, known as the Obligor, have been obtained. Once this has been done, the document can be used. The Agreement contains important information such as the identities of all parties to the Agreement, the expiration date (if any) of the original contract, whether the original contract requires the Obligor's consent before assigning rights and, if so, the form of consent that the Assignor obtained and when, and which state's laws will govern the interpretation of the Agreement.

If the Agreement involves the transfer of land from one Party to another , the document will include information about where the property is located, as well as space for the document to be recorded in the county's official records, and a notary page customized for the land's location so that the document can be notarized.

Once the document has been completed, it is signed, dated, and copies are given to all concerned parties , including the Assignor, the Assignee, and the Obligor. If the Agreement concerns the transfer of land, the Agreement is then notarized and taken to be recorded so that there is an official record that the property was transferred.

Applicable law

The assignment of contracts that involve the provision of services is governed by common law in the " Second Restatement of Contracts " (the "Restatement"). The Restatement is a non-binding authority in all of U.S common law in the area of contracts and commercial transactions. Though the Restatement is non-binding, it is frequently cited by courts in explaining their reasoning in interpreting contractual disputes.

The assignment of contracts for sale of goods is governed by the Uniform Commercial Code (the "UCC") in § 2-209 Modification, Rescission and Waiver .

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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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What Is an Assignment of Contract?

Assignment of Contract Explained

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Assignment of contract allows one person to assign, or transfer, their rights, obligations, or property to another. An assignment of contract clause is often included in contracts to give either party the opportunity to transfer their part of the contract to someone else in the future. Many assignment clauses require that both parties agree to the assignment.

Learn more about assignment of contract and how it works.

What Is Assignment of Contract?

Assignment of contract means the contract and the property, rights, or obligations within it can be assigned to another party. An assignment of contract clause can typically be found in a business contract. This type of clause is common in contracts with suppliers or vendors and in intellectual property (patent, trademark , and copyright) agreements.

How Does Assignment of Contract Work?

An assignment may be made to anyone, but it is typically made to a subsidiary or a successor. A subsidiary is a business owned by another business, while a successor is the business that follows a sale, acquisition, or merger.

Let’s suppose Ken owns a lawn mowing service and he has a contract with a real estate firm to mow at each of their offices every week in the summer. The contract includes an assignment clause, so when Ken goes out of business, he assigns the contract to his sister-in-law Karrie, who also owns a lawn mowing service.

Before you try to assign something in a contract, check the contract to make sure it's allowed, and notify the other party in the contract.

Assignment usually is included in a specific clause in a contract. It typically includes transfer of both accountability and responsibility to another party, but liability usually remains with the assignor (the person doing the assigning) unless there is language to the contrary.

What Does Assignment of Contract Cover?

Generally, just about anything of value in a contract can be assigned, unless there is a specific law or public policy disallowing the assignment.

Rights and obligations of specific people can’t be assigned because special skills and abilities can’t be transferred. This is called specific performance.   For example, Billy Joel wouldn't be able to transfer or assign a contract to perform at Madison Square Garden to someone else—they wouldn't have his special abilities.

Assignments won’t stand up in court if the assignment significantly changes the terms of the contract. For example, if Karrie’s business is tree trimming, not lawn mowing, the contract can’t be assigned to her.

Assigning Intellectual Property

Intellectual property (such as copyrights, patents, and trademarks) has value, and these assets are often assigned. The U.S. Patent and Trademark Office (USPTO) says patents are personal property and that patent rights can be assigned. Trademarks, too, can be assigned. The assignment must be registered with the USPTO's Electronic Trademark Assignment System (ETAS) .  

The U.S. Copyright Office doesn't keep a database of copyright assignments, but they will record the document if you follow their procedure.

Alternatives to Assignment of Contract

There are other types of transfers that may be functional alternatives to assignment.

Licensing is an agreement whereby one party leases the rights to use a piece of property (for example, intellectual property) from another. For instance, a business that owns a patent may license another company to make products using that patent.  

Delegation permits someone else to act on your behalf. For example, Ken’s lawn service might delegate Karrie to do mowing for him without assigning the entire contract to her. Ken would still receive the payment and control the work.

Do I Need an Assignment of Contract?

Assignment of contract can be a useful clause to include in a business agreement. The most common cases of assignment of contract in a business situation are:

• Assignment of a trademark, copyright, or patent
• Assignments to a successor company in the case of the sale of the business
• Assignment in a contract with a supplier or customer
• Assignment in an employment contract or work for hire agreement

Before you sign a contract, look to see if there is an assignment clause, and get the advice of an attorney if you want to assign something in a contract.

Key Takeaways

• Assignment of contract is the ability to transfer rights, property, or obligations to another.
• Assignment of contract is a clause often found in business contracts.
• A party may assign a contract to another party if the contract permits it and no law forbids it.

Legal Information Institute. " Assignment ." Accessed Jan. 2, 2021.

Legal Information Institute. " Specific Performance ." Accessed Jan. 2, 2021.

U.S. Patent and Trademark Office. " 301 Ownership/Assignability of Patents and Applications [R-10.2019] ." Accessed Jan. 2, 2021.

Licensing International. " What is Licensing ." Accessed Jan. 2, 2021.

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The definition of assignment & assumption agreement.

By Rebecca K. McDowell, J.D.

October 19, 2019

Reviewed by Michelle Seidel, B.Sc., LL.B., MBA

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• Land Contract Law in Florida

Assignments and assumptions are part of contract law and refer to the transfer of someone's duties and benefits in a contract to another. Assignments and assumptions are common with respect to contracts for loans or leases. A lender or lessor may assign its rights to another lender or lessor, and a borrower or lessee may find someone to assume the loan or lease and make the payments.

The Elements of a Contract

A contract is legally formed when two or more parties enter into an agreement with certain elements, which include:

• An offer. For instance, in a mortgage transaction, the lender offers to loan money to the borrower.
• Acceptance of the offer. The mortgage borrower agrees to borrow the money.
• Consideration. Consideration in a contractual relationship means the things the two parties give to each other in exchange for entering the contract. A mortgage lender loans money to the borrower, and in exchange, the borrower agrees to repay the money and give the lender a lien on the house. The loan, the repayment with interest and the mortgage lien are consideration for the contract.
• Mutuality. The parties must have come together and agreed upon the terms of the contract Read More: How Does a Contract Work?

Burdens and Benefits of a Contract

The contract sets forth what the parties are required to do during the contractual relationship. With a mortgage, the lender is required to loan the money and apply the payments correctly in accordance with the agreement, and then release the lien when the loan is paid. The borrower is required to pay the loan back with interest, pay the property taxes and make sure the property has insurance.

These contractual obligations create both burdens and benefits on both sides. The lender has the burden of making the loan and applying the payments correctly, but it has the benefit of receiving interest on the loan. The borrower has the burdens of making payments and insuring the property but has the benefit of owning the home.

Assigning a Contract

An assignment occurs when one party to a contract transfers, or assigns, its rights and obligations under the contract to another party. This happens frequently with mortgage loans, as lenders sell loans to other lenders. The lender will enter into an assignment agreement and assign the note and the mortgage to another party. The borrower then must make the payments to the assignee. The assignee's right and obligations under an assignment are the same as the assignor's rights and obligations and cannot be changed without a new contract.

Assuming a Contract

An assumption is the other side of the coin, in a sense. Assumptions are common with respect to leases and mortgages and typically occur when the borrower or lessee wants to transfer the property to someone else without paying off the loan or lease. Assumption means someone is taking over the side of the contract that requires payment.

If the contract allows it, another person can agree to assume the original party's obligations under the contract – the obligations to make monthly payments, etc. – in exchange for taking over the ownership or the lease.

Not every contract can be assumed. The language of the contract will state whether the borrower or lessee is allowed to transfer the property or lease by assumption.

Assignment and Assumption Agreements

Assignments and assumptions are both conducted by written agreement. Sometimes an assignment and an assumption will occur in the same transaction, and one agreement will cover both; the parties are assigning the benefits and assuming the burdens.

Assignments and assumptions are both transfers of contractual benefits and burdens from one party to another. They differ from each other based on the original position of the transferring party and the duties and benefits being transferred.

• Bankrate: Assumable Mortgage: Take Over Seller's Loan
• The Law Dictionary: What is Assumption?
• Nolo: What Is an Assignment of Contract?
• U.S. Legal: Elements of a Contract

Rebecca K. McDowell is a creditors' rights attorney with a special focus on bankruptcy and insolvency. She has a B.A. in English from Albion College and a J.D. from Wayne State University Law School. She has written legal articles for Nolo and the Bankruptcy Site.

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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 ]

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Washington Just Turned Many Non-Solicitation Agreements into Illegal Non-Competes: Tips on How You Can Still Protect Your Business

Washington state law just changed in a way that might have made your company’s non-solicitation agreements unenforceable and illegal. Recent amendments to the state non-compete statute took effect on June 6 and significantly changed both the statute and existing case law when it comes to which non-solicitation agreements can be enforced by employers. The new law also broadens the definition of prohibited non-compete agreements. You will need to re-visit your employment agreements to ensure they are compliant with the amended statute.

Quick Background on the Washington Statute

Washington’s non-compete statute has been in effect since 2020. To be valid and enforceable under the law, such an agreement must:

• Disclose the terms of the agreement before employment begins, or else be accompanied by independent consideration;
• Allow for adjudication of disputes in Washington (choice of law provisions for other states render the agreement void); and
• Involve an employee earning over compensation floor, adjusted annually (it is roughly $120,599.99 in 2024).

The statute allows for strict liability. Aggrieved employees may recover either a flat fee of $5,000 in penalties, or (more commonly) their actual damages, reasonable attorneys’ fees, expenses, and costs.

Broadening The Prohibition on Unlawful Non-Compete Agreements

Washington’s statute previously defined a non-compete as a:

written or oral covenant, agreement, or contract by which an employee or independent contractor is prohibited or restrained from engaging in a lawful profession, trade, or business of any kind.

The new amendments, contained in SB 5935 , provide that a non-compete also includes:

an agreement that directly or indirectly prohibits the acceptance or transaction of business with a customer .

In other words, a prohibited non-compete agreement now also includes non-solicit agreements that purport to bar employees from not only soliciting but also serving their prior employer’s customers.

Narrowing Lawful Non-Solicitation Agreements: Current Customers Only

The original statute allowed employers to require agreements prohibiting employees from soliciting their customers but did not further define “customer” for those purposes. As a result, disputes have arisen where an employer seeks to enforce an agreement barring solicitation of “prospective customers” and employees arguing that such a bar constitutes an illegal non-compete. 

The amendment directly responds to this issue. It allows employers to only require and enforce agreements restricting solicitation of “ current customers.” The shift is substantial, transforming previously allowed non-solicits into prohibited non-compete agreements. In other words, a non-solicitation covenant that covers prospects will now be treated as a non-compete.

Broadening Liability in the Definition of Enforcement

The statute as previously enforced allowed employees to seek damages if their employer sought to enforce an illegal non-compete. As with “customers,” ambiguity persisted over what constituted “enforcement.”

Under the amended statute, an employer can be held liable if it “explicitly leveraged” the nonconforming agreement. This adds further ambiguity as to what would constitute “leveraging.” A formal cease and desist letter? A verbal comment in offboarding? Asking the employee to sign the agreement in the first place? Courts will have to set definitional parameters to this new term introduced into the statute.

What About the FTC’s Ban on Non-Competes? Does the FTC rule invalidate Washington Law?

As many employers know, the Federal Trade Commission (FTC) recently finalized a rule that will soon ban most non-competes nationwide. Business advocacy groups have already challenged the new rule and it may be blocked before it is scheduled to take effect on September 4. The Judge hearing the primary legal challenge has said that she will rule on a motion to stay the FTC rule by July 3.

Should it take effect, the FTC’s rule will prohibit non-competes in ways Washington (even under its new rules) would allow. For example:

• The FTC’s purported ban makes it unlawful to even attempt to enter into a non-compete agreement prohibited under the rules.
• The worker’s job description meets a rigorous and narrow duties test;
• The worker earns at least $151,164 in the preceding year of employment; and
• The agreement existed before the date the ban becomes effective (i.e., it only allows survival of existing agreements, not new agreements).

But in other ways, Washington’s statute is still more restrictive. The FTC’s proposed rule does not target non-solicit agreements – while Washington’s new law invalidates many existing non-solicit agreements. The FTC rule would invalidate state laws that are more pro-enforcement but it does nothing with respect to state laws that make enforcement harder, such as California’s ban on customer non-solicitation restrictions.

In other words, even if a non-solicit complies with the FTC rule, it may still not comply with Washington’s new rules. This is a complex and evolving area, where advice of counsel is often warranted.

Not Without Options: Washington Non-Solicit Compliance

Employers that maintain non-solicitation agreements that have become non-competes under the amended Washington statute may still be able to enforce the agreements. However, to do so, you must:

• disclose the agreements to employees before they accept employment offers, and
• compensate the employees above the non-compete threshold.

Given all of these pitfalls and qualifications, you should consider contacting your Fisher Phillips counsel to review your options. If you have questions, please contact the authors of this Insight, your Fisher Phillips attorney, any attorney in our  Employee Defection and Trade Secrets Practice Group , or any attorney in our Seattle office . We will continue to monitor developments in this area. Make sure you subscribe to  Fisher Phillips’ Insight System  for the most up-to-date information sent directly in your inbox.

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What is an addict? Hunter Biden is fighting what that means as gun trial looms

• Biden contends the definition was 'addict' wasn't explained to him when he bought the gun in 2018 and he had just completed a stint in rehab.

Hunter Biden’s lawyers are sparring with prosecutors in his federal gun case over the definition of drug "addict," as they prepare for trial to begin June 3 .

The president’s son is charged with lying on a federal form and to a gun dealer about whether he was addicted to drugs when he bought a pistol in 2018. He has acknowledged his years-long substance use in a book and interviews .

But in court filings this week, Biden’s lawyers suggested he might deny being an "addict" at the time of the purchase because he had just completed a stint in rehabilitation.

“The terms ‘user or ‘addict’ are not defined on the form and were not explained to him,” defense lawyer Abbe Lowell wrote in a filing Thursday. “Someone, like Mr. Biden who had just completed an 11-day rehabilitation program and lived with a sober companion after that, could surely believe he was not a present tense user or addict.”

Prosecutors contend Biden was an addict when buying, possessing gun

Prosecutors disagreed.

Justice Department special counsel David Weiss’s team argued in a filing Monday that Biden lied on a federal form for a background check “by falsely stating he was not an unlawful user of a controlled substance or an addict.”

The indictment  charges Biden with knowingly deceiving a firearms dealer by buying a Colt Cobra 38SPL revolver on Oct. 12, 2018 and possessing it until Oct. 23, 2018. He is charged with falsely filling out a federal form denying he was an unlawful user to any narcotics. And he is charged with knowingly possessing the revolver despite the restrictions against substance users owning firearms.

The charges carry a maximum penalty of 25 years in prison, although Biden is likely to get a shorter sentence if convicted.

Trial on gun charges follows collapse of plea agreement

Weiss secured the indictment after a plea agreement fell apart in July that would have potentially kept Biden out of a jail. Judge Maryellen Noreika refused to accept the deal because of disputes between prosecutors and defense lawyers over whether it protected Biden from potential future charges. Congressional Republicans blasted the plea agreement as too lenient.

The plea bargain would have allowed Biden to enter a pretrial program for a gun charge that could have been dismissed if he complied.

The agreement would also have allowed him to plead guilty to two misdemeanors for failing to pay his taxes in 2017 and 2018. Instead, he faces a trial Sept. 5 on six federal tax charges in California.

Biden has lost appeals to dismiss both cases so prosecutors and defense lawyers continue to jockey over what evidence will be allowed at trial on gun charges.

Noreika set a pretrial conference for noon Friday.

Definition of 'addict' could be key at trial

The dispute over the definition of an addict could be a key part of the trial.

The form Biden filled out to buy the gun asked: “Are you an unlawful user of, or addicted to, marijuana or any depressant, stimulant, narcotic drug, or any other controlled substance?” Biden put an X in the “no” box.

In outlining their case, prosecutors offered quotes from Biden’s book, “Beautiful Things,” where he describes “nearly four years of active addiction” and “a half dozen rehab attempts.”

“I was a crack addict and that was that,” Biden wrote in his book. “I was doing nothing but drinking and drugging.”

Prosecutors intend to show videos and pictures from Biden’s laptop of him smoking crack or of crack or drug paraphernalia straddling the key period around the gun purchase in October 2018. In court filings, two pictures from April 27 and 28, 2018, show white material in plastic bags and a frame from a video shows Biden holding something Dec. 22, 2018.

Six videos and pictures from Biden’s laptop of him smoking crack or of crack or drug paraphernalia were submitted as exhibits. In court filings, two pictures from April 27 and 28, 2018, show white material in plastic bags and a frame from a video shows Biden holding something Dec. 22, 2018.

Prosecutors argued the judge should instruct jurors about the definition of the terms “unlawful user of a controlled substance” and “drug addict.” Prosecutors suggested using a definition from Treasury Department regulations upheld by the 8 th U.S. Circuit Court of Appeals.

“The term ‘drug addict’ means any individual who habitually uses any controlled substance so as to endanger the public morals, health, safety, or welfare, or who is so far addicted to the use of a controlled substance as to have lost the power of self-control with reference to his addiction,” the regulation states.

But Biden’s lawyers argued against the Treasury definition because he interpreted the question on the form as asking if he were an addict at the time he bought the gun.

A 3 rd U.S. Circuit Court of Appeals decision in a gun possession case required a defendant “to have engaged in regular use” of narcotics that was “contemporaneous with possession of the firearm.” The appeals court overturned a conviction in the case where a defendant had used marijuana six hours before he was found in possession of a gun.

“There is no more reason to prohibit gun possession by people who are not intoxicated, simply because they may get intoxicated when they are not physically possessing a gun,” Lowell wrote. “A gun owner who leaves their guns behind when they head to the bar for a drink or locks their gun in a lockbox or safe while using marijuana (or taking a legally prescribed Oxycontin) is being responsible and should not be treated like a felon.”

• Wireless and mobile

mobile virtual network operator (MVNO)

• Andrew Zola
• Cameron McKenzie, TechTarget

What is a mobile virtual network operator?

A mobile virtual network operator (MVNO) is a reseller of wireless communications services.

An MVNO leases wireless capacity (in effect, purchases minutes) from a third-party mobile network operator ( MNO ) at wholesale prices and resells it to consumers at reduced retail prices under its own business brand .

MVNOs lease and resell capacity from MNOs in the form of minutes or data bandwidth . MVNOs operate under their own brand, and customers may not always be aware they are actually using a network owned by a different company. They purchase this capacity at wholesale prices and can afford to offer competitive or discounted retail prices due to their lower overhead costs.

MVNOs don't have to deal with the significant infrastructure and operational costs associated with running a wireless network, whether it's fourth-generation ( 4G ) or fifth generation ( 5G ). For example, they don't need to pay for radio frequency spectrum licenses and construct and maintain cell towers and other network hardware.

MVNOs have low overhead and can spend aggressively on marketing to increase their chances of selling minutes to consumers. MVNOs themselves, or via mobile virtual network enablers (MVNEs), manage sales, customer service, and sometimes marketing. MVNEs specialize in these areas.

MNOs such as Verizon Wireless and T-Mobile benefit from selling excess capacity to MVNOs; this generates additional revenue that would be lost otherwise. This can also help MNOs optimize use of their network resources. Rather than taking a loss, the MNO makes a small profit by offloading capacity in bulk at wholesale prices.

MVNOs commonly offer prepaid plans and might also provide postpaid plans. They aim to serve market segments or niches the major network operators do not serve adequately. This arrangement lets companies offer mobile services without the substantial investment required to build out a wireless network and gives consumers more options, potentially at lower prices.

What are mobile virtual network operator types?

We can categorize MVNOs based on the level of service and infrastructure they manage.

The main types of MVNOs include the following:

• Full MVNOs have the highest level of control and infrastructure short of owning the physical radio networks. They have their own core network infrastructure and handle operations like billing, customer care, SIM card distribution, and marketing independently.
• Light MVNOs have some or a light level of control over their infrastructure but rely more heavily on the host MNO for certain operational support. They might manage billing, customer care, and SIM card distribution but depend on the MNO's core and radio access networks .
• Service provider MVNOs provide services under their brand but rely almost entirely on the infrastructure of the host MNO. They usually control billing, customer care, and sales, but the MNO handles core network operations and maintenance.
• Branded reseller MVNOs have the least control over operations and infrastructure. They primarily focus on marketing, sales, and customer service initiatives under their brand name while the host MNO manages all technical operations, including network, billing, and SIM card distribution.
• Efficiency MVNOs. focus on providing cost-efficient solutions for specific customer groups or niche markets. Although their operational model often varies, the primary focus is reducing costs and passing savings onto customers.

Each model offers a different balance of control, cost, and service differentiation. The MVNO chooses a model based on their market strategy, technical capabilities, and the agreement they can negotiate with the host MNO. As such, MVNOs present a unique value proposition in the telecommunications sector for both consumers and underlying MNOs.

What is the best MVNO type?

The best MVNO type depends on the specific market needs, the strategic goals of the MVNO, and the nature of the agreement with the MNO.

What is an MVNO-type GID?

Group identifiers (GIDs) refer to identifiers used within mobile networks to facilitate various operations. This includes determining the home network of a subscriber and managing connectivity. Stored on the SIM card, the GID is used to group subscribers or define service profiles. It can be used to apply specific network settings or permissions to a group of subscribers.

What is an MVNO-type SPN?

Service provider name (SPN) is a text string that identifies the service provider. Stored in the SIM card, it can be displayed on the user's mobile device to indicate which network they are connected to. For example, in an MVNO scenario, the SPN would typically represent the MVNO's brand, even though an MNO provides the underlying network infrastructure.

What is an MVNO-type IMSI?

International mobile subscriber identity (IMSI) is a unique identifier, stored in the SIM card, for a mobile subscriber. The mobile network uses it to identify subscribers and manage connectivity. An IMSI consists of a country code, mobile network code, and mobile subscriber identification number. The MNC portion of the IMSI can be assigned to the MVNO, allowing the network to identify subscribers and route calls and data accordingly.

Becoming an MVNO

Becoming an MVNO is challenging, but with the right approach, it can be a profitable venture. To better your chances of launching a successful MVNO business, you should start with the following:

• Conduct extensive market research to gauge demand and competition.
• Craft a thorough business plan.
• Familiarize yourself with regulatory requirements and obtain the necessary licenses.
• Negotiate a wholesale agreement with an MNO for network access.

Establishing a strong brand identity through effective marketing, developing compelling service offerings, and establishing robust customer support is critical for market penetration and customer retention . Engage in extensive testing before launch to ensure system readiness. Focus on continuous improvement post-launch based on market feedback and performance data.

Learn about the state of wireless networking today with our guide to 5G technology and planning and predictions related to 5G adoption . Check out the differences between 5G and LTE and learn the key differences between 4G and 5G networks . Explore the four telecom infrastructure trends driving network of the future and the four different types of wireless networks .

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International Assignment Agreement

Jump to section, what is an international assignment agreement.

An international assignment agreement is a contract between an employer and employee that formally assigns the latter to a position in a foreign country. Several pieces of important information are contained within this contract, such as where the assignment is, how travel and lodging costs will be paid, how much the compensation is, and how long the assignment will last. It also lays out specific terms and conditions surrounding how to shorten or lengthen the assignment and what will take place if unforeseen circumstances occur, such as random acts of nature.

Common Sections in International Assignment Agreements

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

International Assignment Agreement Sample

Reference : Security Exchange Commission - Edgar Database, EX-10.10 25 dex1010.htm INTERNATIONAL ASSIGNMENT AGREEMENT - JOHN TOWNSEND , Viewed September 16, 2022, View Source on SEC .

Who Helps With International Assignment Agreements?

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

Post a project  in ContractsCounsel's marketplace to get free bids from lawyers to draft, review, or negotiate international assignment 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.

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I enjoy helping businesses of all sizes succeed, from start-ups to existing small and medium sized businesses. I regularly advise corporate clients on a variety of legal issues including formation, day to day governance, reviewing and drafting business contracts and other agreements, business acquisitions and sales, as well as commercial and residential real estate issues, including sales, purchases and leases. As an attorney licensed in both Michigan and Florida, I also advise clients on real estate issues affecting businesses and individuals owning real property in either state, whether commercial, residential or vacation/investment property. I also regularly assist nonprofit organizations in obtaining and maintaining tax exempt status, and provide general legal counsel on all matters affecting public charities, private foundations and other nonprofit organizations.

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