Definition: The transfer of rights from one person or
(the assignor) to another (the assignee).
Example: Under a lease assignment, the seller often remains liable when assigning the lease for the premises to the buyer. An assumption , on the other hand, releases the assignor from liability.
See Also: Assumption.
Tips: Many contracts are signed when selling a business; however, some contracts contain a “no assignment” or “anti-assignment” clause, which prohibits the assignment of a contract. Many transactions are structured as a stock sale to facilitate the assignment of critical contracts; however, some contracts include a “change of control” provision that precludes an assignment, even if the sale is structured as an asset sale. Most contracts, with the exception of personal service contracts, are assignable or transferable unless the contract specifically prohibits assignment. Note that the assignor often remains liable during the remainder of the term. Most landlords require the seller to remain on the lease as a guarantor when a lease is transferred from seller to buyer.