1 hourMedium

How to Assign a Contract

Assign a contract by transferring your rights (benefits) under the contract to a third party. Check whether the contract requires the other party's consent, draft a deed of assignment, and give formal notice to the other contracting party.

Last updated: February 2025

Step-by-Step Guide

1

Check assignment restrictions in the contract

Many contracts prohibit or restrict assignment without the other party's prior written consent.

Tips
  • •If consent is required, request it in writing before proceeding.
2

Draft the deed of assignment

Prepare a document that identifies the contract, the rights being assigned, the assignor, the assignee, and the effective date.

Tips
  • •Execute it as a deed if you want a legal assignment under section 136 of the Law of Property Act 1925.
3

Give notice to the other contracting party

For a legal assignment, written notice must be given to the party who owes the obligation. Without notice, the assignment is equitable only.

Tips
  • •Send notice by the method specified in the contract's notices clause.
4

Retain records and confirm completion

Keep copies of the deed of assignment, the notice, and any acknowledgement from the other party.

Tips
  • •The assignor remains liable for obligations unless a novation is also completed.

Legal Requirements

Under section 136 of the Law of Property Act 1925, a legal assignment must be absolute (not conditional), in writing, and notice must be given to the debtor. Obligations (burdens) cannot be assigned; only rights (benefits) can be transferred by assignment.

Common Mistakes

Attempting to assign obligations, which is not possible without novation
Failing to give written notice, resulting in an equitable rather than legal assignment
Ignoring anti-assignment clauses in the original contract

Template / Example

Deed of Assignment: [Assignor] hereby assigns to [Assignee] all of its rights, title, and interest under the Agreement dated [Date] with [Other Party]. This assignment is effective from [Date]. Notice of this assignment has been given to [Other Party] on [Date].

When to Get a Solicitor

If the contract contains complex anti-assignment provisions, if multiple contracts are being assigned as part of a business sale, or if the assignment involves cross-border elements.

FAQ

Can I assign a contract without the other party knowing?

You can make an equitable assignment without notice, but for a legal assignment under the Law of Property Act 1925, written notice to the other party is required.

Does assignment transfer my obligations too?

No. Assignment only transfers the benefit (rights) of a contract. To transfer obligations, you need a novation with all parties' consent.

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This is guidance, not legal advice. Consult a solicitor for complex matters.

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