An assignment involves the transferal of some or all of the contractual rights or benefits by one party (the assignor) to a third party (the assignee). For example, a contractor may assign its right to payment of a sum of money but not its obligation to perform specific tasks such as construction or accounting.
The obligations and liabilities flowing from the original agreement will not be transferred. Assignments are distinguished from novations, which are arrangements that replace an existing contract with an entirely new one. However, where the agreement allows, the assignor may delegate the performance of obligations under the contract to the assignee. For a deed of novation, see Deed of Novation.
The stamp duty implications of the assignment should be considered.
There are limitations on what can be assigned.
The benefit of a contract involving personal skill: if the identity of the person receiving the benefit matters to the person obliged to perform, the benefit cannot be transferred. This is determined at trial, although the parties can agree that this is the case at the drafting stage, and stipulate that the right is not transferable for this reason. This avoids litigation over the issue at a later stage.
The benefit of a contract to lend money: the benefit of a contract to lend money cannot be assigned, because a party cannot be ordered to make or take a loan of money.
Certain other benefits cannot be assigned where the assignment is prohibited by statute, for example social security benefits and the like.
What does the Deed of Assignment cover?
The use of consideration in exchange for the assignment;
The rights of the assignee; and
The option for the assignor to delegate the performance of obligations under the contract to the assignee.