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A legal assignment is 'an immediate transfer of an existing proprietary right, vested or contingent from one party to another'. Assignments can occur by consent or by operation of law.
A consensual assignment occurs by way of a gift or consideration. Assignments by law can occur during life or on death and will transfer the benefit of rights to the assignee but will not make the assignee personally liable. An attempt to transfer benefits under a contract of personal performance will not be effective.
The basic requirements for a legal assignment are that only the benefit of the agreement can be assigned; the assignment must be absolute; the rights to be assigned must be wholly ascertainable and must not relate to part only of a debt, the assignment must be in writing and signed under hand by the assignor and notice of the assignment must be received by the other party or parties for the assignment to take effect.
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Drafting and negotiating an assignment—checklist This Checklist sets out the key issues and provisions to consider when drafting and negotiating the assignment of rights and/or benefits under an existing contract to a third party. For precedent assignments, see Precedents: • Deed of assignment • Assignment agreement • Short form letter of assignment For ancillary documents, see Precedents: • Notice of assignment of contract—from assignor • Notice of assignment of contract—from assignee • Request for consent to assignment For information on assignment generally, see: • Practice Note: How to assign rights under a contract • Practice Note: What constitutes a valid assignment of a contract? • Practice Note: Assigning contracts—common scenarios and considerations • Third parties, subcontracting and transfers—overview Issue Consideration Is an assignment appropriate? An assignment involves the transfer of rights under an existing contract.The original contract is retained and no release of liability is provided for any party since the original contracting parties remain the same.Only the benefits under a contract can be transferred by way of assignment...
Using IP as security: key issues—checklist This Checklist is drafted from the lender’s perspective, and it is designed to highlight the key issues to consider and steps to follow when using IP as security, such as to: • consider the nature of the IP right • consider the type of security • consider ownership, duration, and third-party rights • consider validity and maintenance of the right • value the IP right • consider associated rights and property • register the security at the appropriate registry For further information on taking or perfecting security over IP, see: • Practice Notes: Taking security over intellectual property rights, Taking security over intellectual property—practical points, Perfecting security over intellectual property rights and registering security at an intellectual property registry and Effect of registering security at IP registries on priority of security interests • Precedents: Assignment of intellectual property by way of security, Agreement for assignment of patent by way of security in pursuance of loan agreement: Encyclopaedia of Forms and Precedents (21(1)) [1172], Mortgage...
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This Practice Note considers the specific situations where a contract is required by law to be in writing: assignments, contracts for the sale of land, equitable mortgages, assents, transfers of shares, transfers of intellectual property rights, and guarantees.When a written contract is beneficial or a necessityContracts can be formed in one of three ways:•orally•by conduct, or•‘under hand’ (in writing)For more information on contract formation, see: Formation and interpretation—overview.Simple contracts are created in any of the above manners in ‘simple form’, whereas deeds must be executed in ‘solemn form’. See Practice Notes: Deeds and Executing documents—deeds and simple contracts.There are certain situations when a written contract is required by law or is necessary to satisfy registration requirements. Contracts are required by statute to be made or evidenced in writing for:•assignments•contracts for the sale or other dispositions of an interest in land (as opposed to the actual conveyance, which must be by deed)•dispositions of an equitable interest or trust•assents•transfers of shares•transfers of intellectual property rights•guarantees‘Writing’ is defined in schedule 1 to the...
Ireland—Key features of debentures Debentures are used in many types of financing where it is desirable to take security over all of the assets of a particular entity. They are a form of umbrella document, incorporating many types of security over a broad range of assets. What is a debenture and when do you use one? What is a debenture? In the context of secured lending, the term 'debenture' means a form of security agreement that grants security interests over a broad range of the security provider's assets as collateral for either the security provider's own obligations or the obligations of a third party. The term 'debenture' can also refer to a document that either creates or acknowledges a debt. This Practice Note deals with debentures as a form of security in the context of secured lending. In particular, it considers: • the formalities required for a debenture • the legal principles to be considered • the fixed security normally secured in a debenture • the floating security under a...
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Notice of assignment of contractual rights from an assignor incorporated as a limited company in Ireland with a form of acknowledgement from the contract counterparty This is a Precedent Notice of Assignment which can be used to give notice of an assignment of contractual rights by way of security from an assignor to its contract counterparty. This drafting note explains the context in which this Precedent Notice of Assignment might be used as well as the features of this Precedent Notice of Assignment and the assumptions on which it is based. For information on taking security over contractual rights, see Practice Note: Ireland—Assignments by way of security. Parties to this Precedent Notice of Assignment This Precedent Notice of Assignment is designed for use in bilateral transactions (ie where there is only one lender) as opposed to syndicated transactions (ie where there is more than one lender). It has been drafted as being: • from a single security provider (defined as the ‘Assignor’) • to its contract counterparty and refers to...
Ireland—Notice of assignment of contract—from assignee This Precedent is a notice to be issued by the assignee to the original contractual counterparty informing it of an assignment of the benefit and interest in a particular contract or debt. In an asset sale (whether an intra-group reorganisation or an arm’s length transaction), it is likely that contracts will form part of the assets being transferred to the purchaser. This document gives notice to the contractual counterparty (after completion of the sale) that the seller (as assignor) has assigned all its rights, title and interest in a particular contract to a third party (the buyer, as assignee). The notice of assignment will generally come from the seller, as assignor, rather than the buyer so as to give comfort to the contractual counterparty that the assignment has been validly made. For guidance, see Practice Note: Ireland—Assigning rights under contracts. Giving notice of assignment to the contractual counterparty is a necessary part of ensuring that the assignment is effective as a legal assignment (otherwise...
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Who is responsible for tax liabilities resulting from an assignment of an agreement? The intention of the parties, together with the detail of the agreement and particular tax implications in question, will be relevant in considering the legal position. For the purposes of this Q&A, we assume that the arrangement in question does not concern any form of interest in land. The contractual approach and tax implications will also vary in different jurisdictions. Therefore, you may wish to seek a local legal opinion depending on the location of the parties involved. The general position is that, unless assignment is prohibited in a contract, a party may generally assign the rights (benefit) under a contract to a third party without the consent of the other party. Commercial contracts often restrict assignment, but if assignment is permitted and the benefits in question are independent of the burdens, an assignment would only transfer the benefit. In such case, a transfer of a burden/obligation (such as a tax liability) under the agreement would require...
In a construction context, if an insolvency officeholder (purports) to assign the right to claim construction debts and retentions to a buyer, but there is a specific non-assignment clause in the contract between the (now) insolvent contractor and the employer, is the assignment still valid? Can the assignee still pursue debts or can employer rely on non-assignment clause as full defence? The extent of a party’s entitlement to assign any rights under a construction contract, and the question of whether any purported assignment is valid, will in all cases depend upon the particular facts and the terms of the contract and the assignment. We can therefore only answer this question in general terms. Assignment in construction contracts Assignment is the transfer of a right or an interest vested in one party (the assignor) to another party (the assignee). Only rights or benefits under a contract may be assigned. Burdens under a contract (eg an obligation to pay or, in the construction context, complete the works) cannot be assigned the same...
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This week's edition of Corporate weekly highlights includes the latest in the Economic Crime and Corporate Transparency Act 2023 video series, covering the failure to prevent fraud offence, the issue of the 14th edition of the Takeover Code, the publication of the Financial Conduct Authority’s feedback on the new public offers and admissions to trading regime and the Financial Reporting Council’s annual report on quality of major local audits.
Banking & Finance analysis: Robert Parson, partner at Clyde & Co LLP, examines the commercial court’s decision in Sumitomo Mitsui Banking Corporation Europe Ltd v Euler Hermes Europe SA (NV) that the claimant bank’s demands on a performance and a retention bond issued by the defendant bank to the employer under a construction contract were valid demands because, in relation to the performance bond, the claimant held a power of attorney for the employer under a borrower debenture and, in relation to the retention bond, the claimant was an assignee of the employer.
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(1)    Subject as follows, a bankrupt's estate for the purposes of any of this Group of Parts comprises—(a)    all property belonging to or vested in the bankrupt at the commencement of the bankruptcy, and(b)    any property which by virtue of any of the following provisions of this Part is comprised in that estate or is treated as falling within the preceding paragraph.(2)    Subsection (1) does not apply to—(a)    such tools, books, vehicles and other items of equipment as are necessary to the bankrupt for use personally by him in his employment, business or vocation;(b)    such clothing, bedding, furniture, household equipment and provisions as are necessary for satisfying the basic domestic needs of the bankrupt and his family.
(1)Â Â Â Â The bankrupt's estate shall vest in the trustee immediately on his appointment taking effect or, in the case of the official receiver, on his becoming trustee.(2)Â Â Â Â Where any property which is, or is to be, comprised in the bankrupt's estate vests in the trustee (whether under this section or under any other provision of this Part), it shall so vest without any conveyance, assignment or transfer.
Legal assignment is referenced 3 in UK Parliament Acts
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