request for consent to assignment of contract

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Request for Consent to Assignment of Contract Template

Consent to assignment refers to  allowing a party of a contract to assign a contract and move the obligations to another party . The party of the existing contract, known as the assignor, will pass on the contract to another party, known as the assignee.

REQUEST FOR CONSENT TO ASSIGNMENT OF CONTRACT

[ NAME OF OTHER PARTY TO AGREEMENT ]

[ OTHER PARTY’S ADDRESS ]

Re: Request to Assign [ TYPE OF CONTRACT ] Contract

Dear [ NAME ] ,

As you are aware, [ OTHER PARTY COMPANY ] entered into a [ TYPE OF CONTRACT ] contract with [ REQUESTING PARTY COMPANY ] on or around [ DATE ] (the “Contract”). The Contract term runs through [ DATE ] and both parties are obligated to honor the terms of the Contract until that date. Moreover, according to Section [ SECTION NUMBER ] of the Contract, we cannot assign our rights under the Contract without your consent.

Recently, [ EXPLAIN CIRCUMSTANCES GIVING RISE TO ASSIGNMENT ] . As such, it would be beneficial for us to be able to assign our rights under the Contract to [ NAME OF THIRD PARTY ASSIGNEE ] (the “Assignee”). We also believe that assignment of the Contract to the Assignee is of benefit to [ OTHER PARTY COMPANY ] because [ LIST REASONS BENEFICIAL TO OTHER PARTY COMPANY ] .

In light of the above, we kindly request your written consent to assign any and all rights of ours under the Contract to the above-referenced Assignee.

[ In consideration of your consent, we are willing to offer: [( i) payment in the amount of [ AMOUNT ] ;] and [( ii) a guarantee of the performance of the Assignee under the Contract. ]]

With your signature below, you will consent to our assignment of the Contract to the Assignee. If you should have any questions regarding this matter, or would like to speak directly to the Assignee before making a decision, please do not hesitate to reach out to me directly at [ CONTACT INFORMATION ] .

[ NAME OF REQUESTING PARTY ]

On behalf of [OTHER PARTY COMPANY] , I hereby consent to the assignment of the Contract in accordance with the above:

_______________________________ _________

Signature Date

_____________________________________________

  PAGE  

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Consent to Assignment: Everything You Need to Know

Consent to assignment refers to allowing a party of a contract (the assignor) to assign a contract and move the obligations to another party (the assignee). 3 min read updated on September 19, 2022

Consent to assignment refers to allowing a party of a contract to assign a contract and move the obligations to another party. The party of the existing contract, known as the assignor, will pass on the contract to another party, known as the assignee. The goal is for the assignee to take over the rights and obligations of the contract. For a contract to be assigned, the other party must be aware of what is happening.

Contract Assignments

The assignment of a contract differs depending on the type of contract and the language in the original agreement. Some contracts contain a clause that doesn't allow assignment at all, while other contracts have clauses that require the other party to consent before assignment can be finalized.

Consider the following scenario. A business owner contracts with a computer company to have a processor delivered every time a new model is released. The computer company assigns the business owner's contract to another provider. As long as the business owner is aware of the changes and still receives the processors as scheduled, his contract is now with the new computer company.

However, assigning a contract doesn't always exempt the assignor from their duties and responsibilities. Some contracts include a clause that states that even if the agreement is assigned to another party, the original parties guarantee that the terms of the contract will be fulfilled.

Unenforceable Assignments

There are a number of situations where a contract assignment won't be enforced , including:

• The contract has an anti-assignment clause that can stop or invalidate any assignments.
• The assignment changes the nature of the contract. An assignment that changes what is expected or impacts the performance of the contract isn't allowed. This also applies if the assignment lowers the value one party will receive or adds risk to the deal that the other party didn't originally agree to.
• The assignment is against the law. In some cases, laws or public policies don't allow assignment. Many states forbid employees to assign future wages. The federal government doesn't allow the assignment of particular claims against the government. Some assignments violate public policy. For example, a personal injury claim cannot be assigned because it could lead to litigation against a party who was not responsible for the injury.

Delegation vs. Assignment

It is common for a party to sign a contract and have someone else actually fulfill his duties and do the work required by the contract. However, some contracts can't be delegated, such as when a party agrees to service done by a particular person or company. If a company contracted with Oprah Winfrey to be a keynote speaker, Oprah wouldn't be permitted to delegate her performance duties to anyone else.

If both parties agree that the work can't be delegated, they should include specific language in the original contract. This can be as simple as a clause that states, “Neither party shall delegate or assign its rights.” Both parties should agree to this clause.

How to Assign a Contract

Assigning a contract is a three-step process. First, check to see if the contract has an anti-assignment clause or if there are limitations around assignments. Sometimes clauses are straightforward with language like, “This agreement may not be assigned,” and while other times, the language is less obvious and hidden in another clause. If there is language in the contract that states it can't be assigned, the other party must consent to an assignment before you can proceed.

Second, the parties must execute an assignment . Create an agreement that transfers the rights and obligations of one party to the assignee.

Third, notify the other party of the contract. Once the contract rights have been assigned to the new party, you should notify the other party of the original contract. Providing written notice removes you from being responsible for any part of the contract unless there is language in the contract that says differently or the assignment is illegal.

Anti-Assignment Clause

As you are negotiating and writing a contract, consider whether you want the contract to be able to be assigned. If you don't want assignment to be a legally viable option, that needs to be clearly stated in the contract.

If you need help with consent to assignment, you can post your legal need 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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Consent to assignment

Consent to assignment clause samples

3. FieldPoint’s Consent to Assignment. FieldPoint hereby consents to this assignment by Assignor to Assignee as provided in this Agreement. Such consent is expressly conditioned upon Assignee’s acknowledgment and agreement that neither this consent nor anything contained in this Agreement shall be deemed to modify, alter, amend, or waive any provisions of the Agreement.

04/11/2017 (FIELDPOINT PETROLEUM CORP)

2. Consent to Assignment. Notwithstanding any other provision of this Agreement, each party hereto hereby consents to the assignment, grant, pledge, conveyance and transfer by the other party hereto, for the benefit of any lender, agent or other secured party under any financing arrangement to which the Partnership is a party, of a lien, security interest or other encumbrance on and continuing security interest in all of such other party’s estate, title and interest in its Interest and the exercise by each such secured party of its rights and remedies in connection therewith, including, without limitation, the right to exercise the voting and consensual rights and other powers with respect to such Interest and the right to foreclose upon, or exercise a power of sale with respect to, such Interest and to cause such secured party or any third party designee or purchaser of such Interest to become an additional or substitute partner in the Partnership.

06/15/2018 (Cheniere Energy Partners, L.P.)

1. Consent to Assignment. The undersigned hereby acknowledges and consents to the assignment of the Power Plant Equipment Lease to Buyer and the assumption of the Power Plant Equipment Lease by Buyer in conjunction with Buyer’s acquisition of the Hotel. The undersigned waives any and all rights of notice relating to such assignment and any right to terminate the Power Plant Equipment Lease as a result of such assignment and any default, event of default or defense to enforceability that may otherwise arise as a result of such assignment.

09/27/2016 (Playa Hotels & Resorts B.V.)

3. Consent to Assignment. Assignor hereby consents to the admittance of Assignee as a substitute member of the Company. Assignor hereby waives all provisions, if any, in the Limited Liability Company Agreement of the Company or provided in the Delaware Limited Liability Company Act or any other applicable law, that would prohibit, delay, require notice of, grant rights in connection with, or require compliance with any other requirements in connection with, such assignment and admission.

06/29/2018 (Berry Petroleum Corp)

3.Consent to Assignment. Citi consents to the assignment and assumption of the Agreement from Polaris India to Virtusa India , and with respect to Polaris India, the assignment and assumption of any Transactional Document executed by Polaris India to Virtusa India, and Citi acknowledges the rights, responsibilities, and authority of Virtusa India as though Virtusa India were the original party under the Agreement and Transactional Documents to which Polaris India was a party. Other than as set forth above, for the other Transactional Documents to which an Affiliate of Polaris India was a party, such Transactional Documents are not assigned but rather shall now reflect the changed name of such Affiliate per the table above.

07/31/2020 (VIRTUSA CORP)

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Understanding the Consent of Assignment: A Comprehensive Guide

In the realm of contracts and legal agreements, the consent of assignment plays a pivotal role in ensuring that rights and obligations are correctly transferred from one party to another. This process requires the original parties' agreement and, in many cases, an explicit consent form. This article delves into the intricacies of consent of assignment, its legal implications, and best practices for obtaining and drafting consent. We'll reference authoritative resources from .gov, .edu, and Wikipedia to enhance the article's credibility and provide readers with avenues for further exploration.

What is Consent of Assignment?

Consent of assignment refers to the formal approval by all original parties in a contract to transfer one party's rights and obligations to a third party. This is a common practice in various sectors, including real estate, finance, and business contracts, to ensure that the contractual relationships continue seamlessly despite the change in parties. The U.S. Small Business Administration offers insights into how this affects small businesses, while legal definitions can be found on Wikipedia.

Legal Framework and Importance

The legal framework governing consent of assignment varies by jurisdiction but generally requires that all parties to the original contract agree to the transfer. This consent ensures that the assignee can legally assume the rights and responsibilities outlined in the contract. Failure to obtain proper consent may result in the assignment being deemed invalid, leaving the assignor liable for any breaches or failures. Educational resources such as those provided by Harvard Law School can offer deeper insights into the legal underpinnings.

When is Consent of Assignment Required?

Consent of assignment is necessary when:

A contract explicitly states that assignments are not allowed without consent.

The assignment would significantly change the obligations or expectations of the non-assigning party.

State or federal laws regulate the transfer of certain rights or obligations, such as in leases or intellectual property agreements.

Obtaining Consent: Best Practices

Obtaining consent for an assignment involves several best practices:

Review the Original Contract : Identify any clauses related to assignment and understand the conditions under which consent must be obtained.

Draft a Clear Consent Form : The consent form should detail the assignment's specifics, including who the new party is and how the contract's terms will remain unaffected.

Communicate Effectively : Engage with the non-assigning parties early in the process to explain the reasons for the assignment and address any concerns.

Legal Review : Have legal professionals review the consent form to ensure it complies with relevant laws and the original contract's terms.

Drafting a Consent of Assignment Form

A well-drafted consent of assignment form should include:

The names and contact information of all parties involved.

A reference to the original contract, including the date it was signed and any identifying numbers.

A clear statement of consent from all original parties.

Detailed information about the assignee and the rights and obligations being transferred.

Any conditions related to the consent or the assignment.

Signatures from all parties, indicating their agreement.

Educational resources on contract drafting, such as those found on Cornell Law School's Legal Information Institute, can provide templates and further guidance.

Consequences of Failing to Obtain Consent

Failing to obtain the necessary consent can have significant legal and financial consequences, including:

The assignment being declared void or unenforceable.

The original assignor being held liable for any breaches by the assignee.

Legal action taken by the non-assigning party against the assignor and possibly the assignee.

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Consent of assignment is a critical component in the transfer of contractual rights and obligations. By understanding the legal requirements, obtaining clear consent, and drafting thorough consent forms, parties can ensure that assignments are carried out smoothly and legally. For further information, consulting with legal professionals and exploring authoritative resources like those mentioned throughout this article is advisable.

This comprehensive guide aims to provide readers with a thorough understanding of the consent of assignment process, highlighting the importance of clear communication, legal precision, and adherence to procedural requirements to ensure a seamless and legally sound transfer of contractual obligations.

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Request for Consent to Assignment

This request for consent to assignment template can be used by a party to a commercial contract when the terms require a party to request and obtain the consent of the other party before assigning the contract. This template includes practical guidance, drafting notes, and alternate clauses. This template presumes that the underlying contract requires consent to assignment. The underlying contract will guide counsel in the determination of whether consent is required and the standard for consent. Assignment of the entire agreement is presumed in this template. Assignment of only certain rights, performance, or obligations is possible. For a full listing of related contract clauses, see General Commercial Contract Clause Resource Kit. For more information regarding the assignability of commercial contracts, see Commercial Contracts Assignment.

Request For Consent to Assignment of Contract

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