Written by attorneys — see sources below.
An obligee who transfers a contractual right to performance by manifesting an intention to do so. The transfer extinguishes the assignor's right in whole or in part and vests a corresponding right in the assignee.
Randy entered a forward contract with Point Organic for the sale of his harvest. Randy then executed a written assignment transferring his right to payment under that contract to Elm Grain. Point Organic received notice of the assignment. When Randy later attempted to settle directly with Point Organic for a reduced price, the settlement could not affect the right already transferred.
South Development held a subcontract right to progress payments from Delta Development. South assigned that right to Pine Structures in exchange for materials credit. Delta compiled backcharges for defective work before receiving any signed notice of the assignment. Delta may reduce amounts owed to Pine by the amount of those pre-notice claims.
Ridge Builders assigned its right to milestone payments from the City of Fairmont to Apex Capital. The city compiled a list of deficiencies arising from Ridge's performance before receiving any signed notification of the assignment. The city may assert those claims against Apex to reduce the amount owed on the assigned payments.
A husband and wife granted an option to repurchase family property. The husband later became bankrupt and his trustee sought to treat the option as assigned for the benefit of creditors. The court examined whether the option reflected a personal family intent that prevented effective transfer by the original holders.
Dallas Masterson and his wife Rebecca owned a ranch as tenants in common. On February 25, 1958, they conveyed it to Medora and Lu Sine by a grant deed. The deed reserved unto the grantors an option to purchase the property on or before February 25, 1968 for the same consideration as being paid heretofore plus the depreciation value of any improvements the grantees might add after two and a half years from the date. Medora is Dallas's sister and Lu's wife. Since the conveyance Dallas has been adjudged bankrupt. His trustee in bankruptcy and Rebecca brought this declaratory relief action to establish their right to enforce the option. The case was tried without a jury. Over defendants' objection the trial court admitted extrinsic evidence that by the same consideration as being paid heretofore both the grantors and the grantees meant the sum of $50,000 and by depreciation value of any improvements they meant the depreciation value of improvements to be computed by deducting from the total amount of any capital expenditures made by defendants grantees the amount of depreciation allowable to them under United States income tax regulations as of the time of the exercise of the option. The court also determined that the parol evidence rule precluded admission of extrinsic evidence offered by defendants to show that the parties wanted the property kept in the Masterson family and that the option was therefore personal to the grantors and could not be exercised by the trustee in bankruptcy. The court entered judgment for plaintiffs, declaring their right to exercise the option, specifying in some detail how it could be exercised, and reserving jurisdiction to supervise the manner of its exercise and to determine the amount that plaintiffs will be required to pay defendants for their capital expenditures if plaintiffs decide to exercise the option. Defendants appeal.
View caseThe assignor must manifest an intention to transfer the right. That manifestation extinguishes the assignor's right to performance and vests the right in the assignee.
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Yes. The assignee steps into the assignor's position. The account debtor may assert all terms of the original agreement and any defense or claim in recoupment arising from the transaction that gave rise to the contract.
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The account debtor may assert claims against the assignor that accrue before receiving a notification of the assignment signed by the assignor or the assignee. After proper signed notice, later claims generally cannot be asserted against the assignee.
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No. Consent is not required unless the contract or a statute forbids assignment. The assignment is effective upon the assignor's manifestation of intent to transfer the right.
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…land held to be assignable because approval of title by the buyer was held not to be a personal privilege attaching only to the assignor; and to contracts for personal services. Neither personal skill nor personal qualities can be conjured as a requirement for the exercise of the option reserved in the deed here, regardless…