Also known as: general terms
Written by attorneys · grounded in primary & secondary sources — see below
A contractual stipulation expressed through broad nonspecific language such as an assignment of the contract or of all rights under the contract. Such language effects an assignment of rights and a delegation of unperformed duties unless the circumstances indicate otherwise. Acceptance by the assignee creates an enforceable promise to perform those duties.
Select any source to read its text and confirm it supports the definition.
Granite Holdings assigned its supply agreement with Grove Manufacturing by stating it transferred the contract in full. Grove later demanded performance from the assignee after Granite failed to deliver. The assignee's acceptance of the general assignment created an enforceable duty to perform the original obligations.
Apex Services assigned its consulting contract with Metro Bank by language transferring all rights under the agreement. Metro later sought performance from the assignee when Apex ceased work. The assignee's acceptance created an enforceable duty to complete the remaining services.
Vertex Distributors assigned its distribution contract with Retail Partners using general assignment language. Retail Partners demanded that the assignee fulfill pending orders after Vertex defaulted. Acceptance by the assignee created an enforceable promise to perform the delegated duties.
Summit Facilities assigned its maintenance agreement with Harbor Towers by stating it transferred the contract in full. Harbor Towers later required performance from the assignee after Summit stopped work. The assignee's acceptance created an enforceable duty to perform the remaining obligations.
Horizon Builders assigned its development contract with City Partners through general assignment language. City Partners demanded that the assignee complete unfinished phases after Horizon defaulted. Acceptance by the assignee created an enforceable promise to perform the delegated duties.
Pinnacle Suppliers assigned its supply contract with Eastern Markets by language transferring all rights under the agreement. Eastern Markets later sought performance from the assignee when Pinnacle failed to deliver. The assignee's acceptance created an enforceable duty to perform the original obligations.
An assignment phrased as a transfer of the contract or all rights under the contract assigns the assignor's rights and delegates unperformed duties. The assignee's acceptance creates a promise to perform those duties that the other original party may enforce.
Supporting sources
No. The assignor remains liable to the other party unless the language or circumstances show a contrary intent. The delegation creates an additional obligor but does not discharge the original duty.
Supporting sources
…v. Little Rock , 237 U. S. 171; Cusack Co. v. City of Chicago , 242 U. S. 526, 529-530. Here, however, the exclusion is in general terms of all industrial establishments, and it may thereby happen that not only offensive or dangerous industries will be excluded, but those which are neither offensive nor dangerous will share…