legal word for assignment

The Law Dictionary

Your Free Online Legal Dictionary • Featuring Black’s Law Dictionary, 2nd Ed.

ASSIGNMENT Definition & Legal Meaning

Definition & citations:.

In contracts. 1. The act by which one person transfers to another, or causes to vest in that other, the whole of the right, interest, or property which he has in any realty or personalty, in possession or in action, or any share, interest, or subsidiary estate therein. Seventh Nat. Bank v. Iron Co. (C. C.) 35 Fed. 440; Haug v. Riley, 101 Ga. 372, 29 S. E. 44, 40 L It A. 244. More particularly, a written transfer of property, as distinguished from a transfer by mere delivery. 2. In a narrower sense, the transfer or making over of the estate, right, or title which one has in lands and tenements; and, in an especially technical sense, the transfer of the unexpired residue of a term or estate for life or years. Assignment does not include testamentary transfers. The idea of an assignment is essentially that of a transfer by one existing party to another existing party of some species of property or valuable interest, except in the case of an executor. Ilight v. Sackett, 34 N. Y. 447. 3. A transfer or making over by a debtor of all his property and effects to one or more assignees in trust for the benefit of his creditors. 2 Story, Eq. Jur.

This article contains general legal information but does not constitute professional legal advice for your particular situation. The Law Dictionary is not a law firm, and this page does not create an attorney-client or legal adviser relationship. If you have specific questions, please consult a qualified attorney licensed in your jurisdiction.

Browse Legal Articles

Business Formation

Business Law

Child Custody & Support

Criminal Law

Employment & Labor Law

Estate Planning

Immigration

Intellectual Property

Landlord-Tenant

Motor Vehicle Accidents

Personal Injury

Real Estate & Property Law

Traffic Violations

Browse by Area of Law

Powered by Black’s Law Dictionary, Free 2nd ed., and The Law Dictionary .

About The Law Dictionary

Terms and Conditions

Privacy Policy

Legal Assignment: Everything You Need to Know

A legal assignment occurs when a party assigns their contractual rights to a third party. 3 min read updated on February 01, 2023

A legal assignment occurs when a party assigns their contractual rights to a third party. The benefit that the issuing party would have received from the contract is now assigned to the third party. The party appointing their rights is referred to as the assignor, while the party obtaining the rights is the assignee.

Assignment of Contract

A legal assignment occurs when:

• The rights in personal or real property are transferred from one party to another
• The transfer also gives the new owner the rights to the property that the prior owner held prior to the transfer occurring

In the Purman Estate case, the court stated that a legal assignment is a transfer of property, or of some right or interest, from one person to another. It also stated that it must be the proper transfer of one whole interest in that property.

An assignment of rights occurs when an assignor gives up or transfers their rights of a future benefit to another party. In other words, an assignment is the act of one party transferring, vesting, or causing to vest their interest in a property to another party. A valid legal assignment only occurs when all underlying elements of a lawfully binding contract are included in it, including intent. A trial court can determine if an assignment has occurred. To prevent disputes or miscommunications, it's important that the subject matter is clearly identified in the assignment.

A contract assignment occurs when a party assigns their contractual rights to a third party. The benefit the issuing party would have received from the contract is now assigned to the third party. The party appointing their rights is referred to as the assignor, while the party obtaining the rights is the assignee. Essentially, the assignor prefers that the assignee reverses roles and assumes the contractual rights and obligations as stated in the contract. Before this can occur, all parties to the original contract must be notified.

How Assignments Work

The specific language used in the contract will determine how the assignment plays out. For example , one contract may prohibit assignment, while another contract may require that all parties involved agree to it before proceeding. Remember, an assignment of contract does not necessarily alleviate an assignor from all liability. Many contracts include an assurance clause guaranteeing performance. In other words, the initial parties to the contract guarantee that the assignee will achieve the desired goal.

When Assignments Will Not Be Enforced

The following situations indicate when an assignment of a contract is not enforced:

• The contract specifically prohibits assignment
• The assignment drastically changes the expected outcome
• The assignment is against public policy or illegal

Delegation vs. Assignment

Occasionally, one party in a contract will desire to pass on or delegate their responsibility to a third party without creating an assignment contract. Some duties are so specific in nature that they cannot be delegated. Adding a clause in the contract to prevent a party from delegating their responsibilities and duties is highly recommended.

Three Steps to Follow if You Want to Assign a Contract

There are three main steps to take if you're looking to assign a contract:

• Make sure the current contract does not contain an anti-assignment clause
• Officially execute the assignment by transferring the parties' obligations and rights
• Notify the obligor of the changes made

Once the obligor is notified, the assignor will effectively be relieved of liability.

Anti-Assignment Clauses

If you'd prefer not to allow the party you're doing business with to assign a contract, you may be able to prevent this from occurring by clearly stating anti-assignment clauses in the original contract. The three most common anti-assignment clauses are:

• Consent required for assignment
• Consent not needed for new owners or affiliates
• Consent not unreasonably withheld

Based on these three clauses, no party in the contract is allowed to delegate or assign any obligations or rights without prior written consent from the other parties. Any delegation or assignment in violation of this passage shall be deemed void. It is not possible to write an anti-assignment clause that goes against an assignment that is issued or ordered by a court.

If you need help with a legal assignment, you can  post your job  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. 

Hire the top business lawyers and save up to 60% on legal fees

Content Approved by UpCounsel

• Assignment Law
• Assignment Contract Law
• Assignment of Rights and Obligations Under a Contract
• Assignment of Rights Example
• Consent to Assignment
• Assignment Legal Definition
• What Is the Definition of Assigns
• Delegation vs Assignment
• Assignment Of Contracts
• Assignment of Contract Rights

• TheFreeDictionary
• Word / Article
• Starts with
• Free toolbar & extensions
• Word of the Day
• Free content

A transfer of rights in real property or Personal Property to another that gives the recipient—the transferee—the rights that the owner or holder of the property—the transferor—had prior to the transfer.

An assignment of wages is the transfer of the right to collect wages from the wage earner to his or her creditor. Statutes regulate the extent to which an assignment may be made.

n. the act of transferring an interest in property or a some right (such as contract benefits) to another. It is used commonly by lawyers, accountants, business people, title companies and others dealing with property. (See: assign )

ASSIGNMENT, contracts. In common parlance this word signifies the transfer of all kinds of property, real, personal, and mixed, and whether the same be in possession or in action; as, a general assignment. In a more technical sense it Is usually applied to the transfer of a term for years; but it is more properly used to signify a transfer of some particular estate or interest in lands.      2. The proper technical words of an assignment are, assign, transfer, and set over; but the words grant, bargain, and sell, or any other words which will show the intent of the parties to make a complete transfer, will amount to an assignment.      3. A chose in action cannot be assigned at law, though it may be done in equity; but the assignee takes it subject to all the equity to which it was liable in the hands of the original party. 2 John. Ch. Rep. 443, and the cases there cited. 2 Wash. Rep. 233.      4. The deed by which an assignment is made,, is also called an assignment. Vide, generally, Com. Dig. h.t.; Bac. Ab. h.t. Vin. Ab. h.t.; Nelson's Ab. h.t.; Civ. Code of Louis. art. 2612. In relation to general assignments, see Angell on Assignments, passim; 1 Hate & Wall. Sel. Dec. 78- 85.      5. By an assignment of a right all the accessories which belong to it, will pass with it as, if the assignor of a bond had collateral security, or a lien on property, the collateral security and the lien will pass with the assignment of the bond. 2 Penn. 361; 3 Bibb, 291; 4 B. Munroe, 529; 2 Drev. n. 218; 1 P. St. R. 454. 6. The assignment of a thing also carries with it all that belongs to it by right of accession; if, therefore, the thing produce interest or rent, the interest or the arrearages of the rent since the assignment, will belong to the assignee. 7 John. Cas. 90 6 Pick. 360.

• abstract of title
• Act of bankruptcy
• Admeasurement of dower
• assignation
• Assignment for Benefit of Creditors
• Assignment of dower
• Assignment of errors
• Bickel, Alexander Mordecai
• Bolin, Jane Matilda
• Bracton, Henry de
• assault by penetration
• assault penalty
• assault with a deadly weapon, sexual assault with a weapon
• Assaulted by bus driver at ATM, any recourse?
• Assaulting a police officer, counterclaims.
• Assertory covenant
• Assessed Valuation
• Assessment of damages
• Assets Recovery Agency
• Asseveration
• assignation of writs
• Assigned Account
• Assigned Risk
• Assigned Risk Plan
• Assises of jerusalem
• Assistance, Writ of
• Assize of mort d' ancestor
• Assize, or Assise
• Associate Justice
• associated company
• association
• Association of Chief Police Officers
• Association of Chief Police Officers in Scotland
• Association of Police Authorities
• Association of Trial Lawyers of America
• assumption of risk
• assigned to
• assigning to
• Assignment (computer science)
• Assignment (education)
• Assignment (law)
• Assignment Action Number
• Assignment and Analysis of Broadband Spectra
• Assignment and Justification Questionnaire
• Assignment and Lease
• Assignment and Licensing System
• Assignment and Transmittal Document
• Assignment Area
• Assignment Availability Code
• Assignment by Choice
• Assignment Capsule
• Assignment Capsules
• Assignment Clause, Life Insurance
• Assignment Completed
• Assignment Consideration
• Assignment Control Authority
• Assignment Control Number
• Assignment Coordination Group
• Assignment Data Card
• Assignment Date
• Assignment Eligibility & Availability
• Assignment for benefit of creditors
• Facebook Share

Contact us whenever you need it!

+1 855 997 0206

Contact Hours: Sun-Sat 8am - 10pm ET

• LawDistrict ❯
• Legal Dictionary

Assignment is a legal definition that refers to the transfer of rights, property, or other benefits between two parties. The party allocating the rights is known as the “assignor”, while the one receiving them is called the “assignee”. The other original party to the contract is known as the “ obligor ”.

A burden, duty, or detriment cannot be transferred as an assignment without the agreement of the assignee . Furthermore, the assignment can be carried out as a gift, or it may be paid for with a contractual consideration .

Keep reading to learn how this important legal term is used both in contract and property law and to see relevant examples.

• Assignment Examples

A common example of assignment within property law can be seen in rental agreements between landlords and tenants. For example, a tenant may be renting from a landlord but wants another party to take over the property . In this scenario, the tenant may be able to choose between assigning the lease to a new tenant or subleasing it.

If assigning it, the new tenant will be given the entire balance of the term, with no reversion to anyone else being possible. In other words, the new tenant would have a legal relationship with the landlord. On the other hand, if subleasing the property, the new tenant would be given a limited term and no legal responsibility towards the property owner, only towards the original tenant.

Another example of assignment can be seen within contract law . Let’s say that a school hires a piano teacher for a monthly employment contract with a salary of $2000 per month. As long as there is consent from all parties, the teacher could assign their contract to another qualified piano instructor.

This would be an assignment both of the piano teacher’s rights to receive $2000 per month, and a delegation of their duty to teach piano lessons. This illustrates the fact that under contract law, assignment always includes a transfer of both rights and duties between the parties. If a breach of contract is made by either party, for example for defective performance, then the new teacher or the school can sue each other accordingly.

• Legal Requirements for Assignment

For an assignment to be legally valid, it must meet certain requirements . If these are not met, a trial court can determine that the transfer of rights did not occur. The legal requirements for assignment are as follows:

• All parties must consent and be legally capable to carry out the assignment.
• The objects, rights, or benefits being transferred must be legal.
• The assignment is not against public policy or illegal.
• Some type of consideration is included if necessary.
• The contract in question must already be in place and doesn’t prohibit assignment.
• If a duty is being transferred, and it requires a rare genius or skill, then it cannot be delegated.
• The assignment doesn’t significantly change the expected outcome of a contract.
• Assignment Steps

To successfully assign a contract, certain steps must be followed to ensure the process is legally valid. The necessary assignment steps are listed below:

• Ensuring there is no anti-assignment clause in the contract.
• Executing the assignment by transferring the obligations and rights to a third party.
• Notifying the obligor of the transfer, which in turn relieves the assignor of any liability.
• Avoiding Assignment

In certain situations, one of the two parties may not want to allow their counterpart to assign the contract. This can be prevented by setting anti-assignment clauses in the original contract. An example of this is making it necessary for prior written consent to be attained from the other parties before the assignment is approved. Nevertheless, an anti-assignment clause cannot be included in an assignment that was issued or ordered by a court.

• Assignment vs. Novation

Novation occurs when a party would like to transfer both the benefits and burden of a contract to another party. This is similar to assignment in the sense that the benefits are transferred, but in this case, the burden is also passed on. When novation is finalized, the original contract is deleted and a new one is created, in which a third party becomes responsible for all the obligations and rights of the original contract.

• Assignment vs. Delegation

Although delegation and assignment are similar in purpose, they are two different concepts. Delegation refers to transferring the obligation to a third party without an assignment contract . While in assignment an entire contract and its rights and benefits can be passed on, in delegation only a particular contractual task or activity is transferred.

Let’s look at an example . Lisa is a homeowner that wants to hire Michael with an independent contractor agreement to remodel her garage. He plans to do all the work himself, but he’s not a painter, so he wants to delegate the painting work to his friend Valentina.

In this example, the contract is between Lisa, the obligor, and Michael, the delegator. Valentina would then be known as a delegatee, she doesn’t assume responsibility for the contract nor does she receive the contractual benefits, which in this case would be monetary compensation. However, Michael may have a separate agreement with Valentina to pay her in return for her work.

It’s also important to note that some duties are so specific in nature that it’s not possible to delegate them. In addition, if a party wants to avoid delegation , it’s recommended to add a clause to prevent the other party from delegating their duties.

Create a Customizable Legal Form Now

Get 7 Days Total Access to Our Entire Catalog!

Primary tabs

Assign is the act of transferring rights , property , or other benefits to another party (the assignee ) from the party who holds such benefits under contract (the assignor). This concept is used in both  contract  and property law . 

Contract Law  

Under contract law, when one party assigns a  contract , the assignment represents both: (1) an assignment of rights; and (2) a delegation of  duties . 

• For example, if A contracts with B to teach B guitar for $50, A can assign this contract to C. 
• Here, A has both: (1) assigned A’s rights under the contract to the $50; and (2) delegated A’s  duty  to teach guitar, to C. 
• In this example, A is both the “assignor” and the “delegee” who delegates  the duties to another (C), C is known as the “ obligor ” who must perform the  obligations  to the  assignee , and B is the assignee who is owed duties and is liable to the obligor.

Assigning of Rights/Duties Under Contract Law

There are a few notable rules regarding assignments under contract law. 

First, if an individual has not yet secured the contract to perform duties to another, they cannot assign their future right to an assignee. 

• That is, if A has not yet contracted with B to teach B guitar, A cannot assign their rights to C. 

Second, rights cannot be assigned when they  materially change the obligor’s duty and rights. 

Third, the obligor can sue the assignee directly if the assignee does not pay them. 

• Following the previous example, this means that C ( obligor ) can sue B ( assignee ) if C teaches guitar to B, but B does not pay C $50 in return.

Delegation of Duties

If the promised performance requires a rare genius or skill, then the delegee cannot delegate it to the obligor. It can only be delegated if the promised  performance  is more commonplace. Further, an obligee can sue if the  assignee  does not perform.  However, the delegee is  secondarily liable  unless there has been an  express   release  of the delegee. 

• Meaning if B does want C to teach guitar but C refuses to, then B can sue C. If C still refuses to perform, then B can compel A to fulfill the duties under secondary liability.

Lastly, a related concept is  novation , which is when a new obligor substitutes and releases an old obligor.  If novation occurs, then the original obligor’s duties are wiped out. Novation requires an original obligee’s  consent . 

Property Law

Under  property law , assignment typically arises in landlord-tenant situations.

• For example, A might be renting from landlord B but wants another party (C) to take over the property. 
• In this scenario, A might choose between  assigning  and  subleasing  the property to C. 
• If  assigning , A would give C the entire balance of the term , with no reversion to anyone; whereas if  subleasing , A would give C the property for a limited period of the remaining term.
• Under assignment, C would have  privity  of  estate  with the landlord while under a sublease, C would not. 

[Last updated in June of 2022 by the Wex Definitions Team ]

• business law
• property & real estate law
• business sectors
• commercial transactions
• property law
• wex articles
• wex definitions

The Law Dictionary

TheLaw.com Law Dictionary & Black's Law Dictionary 2nd Ed.

This refers to the transfer of property rights from one person to another person, the assignor transferring the property to the assignee.

Law Dictionary – Alternative Legal Definition

In contracts. 1. The act by which one person transfers to another, or causes to vest in that other, the whole of the right, interest, or property which he has in any realty or personalty, in possession or in action, or any share, interest, or subsidiary estate therein. Seventh Nat. Bank v. Iron Co. (C. C.) 35 Fed. 440; Haug v. Riley, 101 Ga. 372, 29 S. E. 44, 40 L R. A. 244. More particularly, a written transfer of property, as distinguished from a transfer by mere delivery. 2. In a narrower sense, the transfer or for life or years. Assignment does not include testamentary transfers. The idea of an assignment is essentially that of a transfer by one existing party to another existing party of some species of property or valuable interest, except in the case of an executor. Blight v. Sackett, 34 N. Y. 447. 3. A transfer or making over by a debtor of all his property and effects to one or more assignees in trust for the benefit of his creditors. 2 Story, Eq. Jur.

No related posts found

• Legal Terms
• Editorial Guidelines
• © 1995 – 2016 TheLaw.com LLC

• assignments basic law

Assignments: The Basic Law

The assignment of a right or obligation is a common contractual event under the law and the right to assign (or prohibition against assignments) is found in the majority of agreements, leases and business structural documents created in the United States.

As with many terms commonly used, people are familiar with the term but often are not aware or fully aware of what the terms entail. The concept of assignment of rights and obligations is one of those simple concepts with wide ranging ramifications in the contractual and business context and the law imposes severe restrictions on the validity and effect of assignment in many instances. Clear contractual provisions concerning assignments and rights should be in every document and structure created and this article will outline why such drafting is essential for the creation of appropriate and effective contracts and structures.

The reader should first read the article on Limited Liability Entities in the United States and Contracts since the information in those articles will be assumed in this article.

Basic Definitions and Concepts:

An assignment is the transfer of rights held by one party called the “assignor” to another party called the “assignee.” The legal nature of the assignment and the contractual terms of the agreement between the parties determines some additional rights and liabilities that accompany the assignment. The assignment of rights under a contract usually completely transfers the rights to the assignee to receive the benefits accruing under the contract. Ordinarily, the term assignment is limited to the transfer of rights that are intangible, like contractual rights and rights connected with property. Merchants Service Co. v. Small Claims Court , 35 Cal. 2d 109, 113-114 (Cal. 1950).

An assignment will generally be permitted under the law unless there is an express prohibition against assignment in the underlying contract or lease. Where assignments are permitted, the assignor need not consult the other party to the contract but may merely assign the rights at that time. However, an assignment cannot have any adverse effect on the duties of the other party to the contract, nor can it diminish the chance of the other party receiving complete performance. The assignor normally remains liable unless there is an agreement to the contrary by the other party to the contract.

The effect of a valid assignment is to remove privity between the assignor and the obligor and create privity between the obligor and the assignee. Privity is usually defined as a direct and immediate contractual relationship. See Merchants case above.

Further, for the assignment to be effective in most jurisdictions, it must occur in the present. One does not normally assign a future right; the assignment vests immediate rights and obligations.

No specific language is required to create an assignment so long as the assignor makes clear his/her intent to assign identified contractual rights to the assignee. Since expensive litigation can erupt from ambiguous or vague language, obtaining the correct verbiage is vital. An agreement must manifest the intent to transfer rights and can either be oral or in writing and the rights assigned must be certain.

Note that an assignment of an interest is the transfer of some identifiable property, claim, or right from the assignor to the assignee. The assignment operates to transfer to the assignee all of the rights, title, or interest of the assignor in the thing assigned. A transfer of all rights, title, and interests conveys everything that the assignor owned in the thing assigned and the assignee stands in the shoes of the assignor. Knott v. McDonald’s Corp ., 985 F. Supp. 1222 (N.D. Cal. 1997)

The parties must intend to effectuate an assignment at the time of the transfer, although no particular language or procedure is necessary. As long ago as the case of National Reserve Co. v. Metropolitan Trust Co ., 17 Cal. 2d 827 (Cal. 1941), the court held that in determining what rights or interests pass under an assignment, the intention of the parties as manifested in the instrument is controlling.

The intent of the parties to an assignment is a question of fact to be derived not only from the instrument executed by the parties but also from the surrounding circumstances. When there is no writing to evidence the intention to transfer some identifiable property, claim, or right, it is necessary to scrutinize the surrounding circumstances and parties’ acts to ascertain their intentions. Strosberg v. Brauvin Realty Servs., 295 Ill. App. 3d 17 (Ill. App. Ct. 1st Dist. 1998)

The general rule applicable to assignments of choses in action is that an assignment, unless there is a contract to the contrary, carries with it all securities held by the assignor as collateral to the claim and all rights incidental thereto and vests in the assignee the equitable title to such collateral securities and incidental rights. An unqualified assignment of a contract or chose in action, however, with no indication of the intent of the parties, vests in the assignee the assigned contract or chose and all rights and remedies incidental thereto.

More examples: In Strosberg v. Brauvin Realty Servs ., 295 Ill. App. 3d 17 (Ill. App. Ct. 1st Dist. 1998), the court held that the assignee of a party to a subordination agreement is entitled to the benefits and is subject to the burdens of the agreement. In Florida E. C. R. Co. v. Eno , 99 Fla. 887 (Fla. 1930), the court held that the mere assignment of all sums due in and of itself creates no different or other liability of the owner to the assignee than that which existed from the owner to the assignor.

And note that even though an assignment vests in the assignee all rights, remedies, and contingent benefits which are incidental to the thing assigned, those which are personal to the assignor and for his sole benefit are not assigned. Rasp v. Hidden Valley Lake, Inc ., 519 N.E.2d 153, 158 (Ind. Ct. App. 1988). Thus, if the underlying agreement provides that a service can only be provided to X, X cannot assign that right to Y.

Novation Compared to Assignment:

Although the difference between a novation and an assignment may appear narrow, it is an essential one. “Novation is a act whereby one party transfers all its obligations and benefits under a contract to a third party.” In a novation, a third party successfully substitutes the original party as a party to the contract. “When a contract is novated, the other contracting party must be left in the same position he was in prior to the novation being made.”

A sublease is the transfer when a tenant retains some right of reentry onto the leased premises. However, if the tenant transfers the entire leasehold estate, retaining no right of reentry or other reversionary interest, then the transfer is an assignment. The assignor is normally also removed from liability to the landlord only if the landlord consents or allowed that right in the lease. In a sublease, the original tenant is not released from the obligations of the original lease.

Equitable Assignments:

An equitable assignment is one in which one has a future interest and is not valid at law but valid in a court of equity. In National Bank of Republic v. United Sec. Life Ins. & Trust Co. , 17 App. D.C. 112 (D.C. Cir. 1900), the court held that to constitute an equitable assignment of a chose in action, the following has to occur generally: anything said written or done, in pursuance of an agreement and for valuable consideration, or in consideration of an antecedent debt, to place a chose in action or fund out of the control of the owner, and appropriate it to or in favor of another person, amounts to an equitable assignment. Thus, an agreement, between a debtor and a creditor, that the debt shall be paid out of a specific fund going to the debtor may operate as an equitable assignment.

In Egyptian Navigation Co. v. Baker Invs. Corp. , 2008 U.S. Dist. LEXIS 30804 (S.D.N.Y. Apr. 14, 2008), the court stated that an equitable assignment occurs under English law when an assignor, with an intent to transfer his/her right to a chose in action, informs the assignee about the right so transferred.

An executory agreement or a declaration of trust are also equitable assignments if unenforceable as assignments by a court of law but enforceable by a court of equity exercising sound discretion according to the circumstances of the case. Since California combines courts of equity and courts of law, the same court would hear arguments as to whether an equitable assignment had occurred. Quite often, such relief is granted to avoid fraud or unjust enrichment.

Note that obtaining an assignment through fraudulent means invalidates the assignment. Fraud destroys the validity of everything into which it enters. It vitiates the most solemn contracts, documents, and even judgments. Walker v. Rich , 79 Cal. App. 139 (Cal. App. 1926). If an assignment is made with the fraudulent intent to delay, hinder, and defraud creditors, then it is void as fraudulent in fact. See our article on Transfers to Defraud Creditors .

But note that the motives that prompted an assignor to make the transfer will be considered as immaterial and will constitute no defense to an action by the assignee, if an assignment is considered as valid in all other respects.

Enforceability of Assignments:

Whether a right under a contract is capable of being transferred is determined by the law of the place where the contract was entered into. The validity and effect of an assignment is determined by the law of the place of assignment. The validity of an assignment of a contractual right is governed by the law of the state with the most significant relationship to the assignment and the parties.

In some jurisdictions, the traditional conflict of laws rules governing assignments has been rejected and the law of the place having the most significant contacts with the assignment applies. In Downs v. American Mut. Liability Ins. Co ., 14 N.Y.2d 266 (N.Y. 1964), a wife and her husband separated and the wife obtained a judgment of separation from the husband in New York. The judgment required the husband to pay a certain yearly sum to the wife. The husband assigned 50 percent of his future salary, wages, and earnings to the wife. The agreement authorized the employer to make such payments to the wife.

After the husband moved from New York, the wife learned that he was employed by an employer in Massachusetts. She sent the proper notice and demanded payment under the agreement. The employer refused and the wife brought an action for enforcement. The court observed that Massachusetts did not prohibit assignment of the husband’s wages. Moreover, Massachusetts law was not controlling because New York had the most significant relationship with the assignment. Therefore, the court ruled in favor of the wife.

Therefore, the validity of an assignment is determined by looking to the law of the forum with the most significant relationship to the assignment itself. To determine the applicable law of assignments, the court must look to the law of the state which is most significantly related to the principal issue before it.

Assignment of Contractual Rights:

Generally, the law allows the assignment of a contractual right unless the substitution of rights would materially change the duty of the obligor, materially increase the burden or risk imposed on the obligor by the contract, materially impair the chance of obtaining return performance, or materially reduce the value of the performance to the obligor. Restat 2d of Contracts, § 317(2)(a). This presumes that the underlying agreement is silent on the right to assign.

If the contract specifically precludes assignment, the contractual right is not assignable. Whether a contract is assignable is a matter of contractual intent and one must look to the language used by the parties to discern that intent.

In the absence of an express provision to the contrary, the rights and duties under a bilateral executory contract that does not involve personal skill, trust, or confidence may be assigned without the consent of the other party. But note that an assignment is invalid if it would materially alter the other party’s duties and responsibilities. Once an assignment is effective, the assignee stands in the shoes of the assignor and assumes all of assignor’s rights. Hence, after a valid assignment, the assignor’s right to performance is extinguished, transferred to assignee, and the assignee possesses the same rights, benefits, and remedies assignor once possessed. Robert Lamb Hart Planners & Architects v. Evergreen, Ltd. , 787 F. Supp. 753 (S.D. Ohio 1992).

On the other hand, an assignee’s right against the obligor is subject to “all of the limitations of the assignor’s right, all defenses thereto, and all set-offs and counterclaims which would have been available against the assignor had there been no assignment, provided that these defenses and set-offs are based on facts existing at the time of the assignment.” See Robert Lamb , case, above.

The power of the contract to restrict assignment is broad. Usually, contractual provisions that restrict assignment of the contract without the consent of the obligor are valid and enforceable, even when there is statutory authorization for the assignment. The restriction of the power to assign is often ineffective unless the restriction is expressly and precisely stated. Anti-assignment clauses are effective only if they contain clear, unambiguous language of prohibition. Anti-assignment clauses protect only the obligor and do not affect the transaction between the assignee and assignor.

Usually, a prohibition against the assignment of a contract does not prevent an assignment of the right to receive payments due, unless circumstances indicate the contrary. Moreover, the contracting parties cannot, by a mere non-assignment provision, prevent the effectual alienation of the right to money which becomes due under the contract.

A contract provision prohibiting or restricting an assignment may be waived, or a party may so act as to be estopped from objecting to the assignment, such as by effectively ratifying the assignment. The power to void an assignment made in violation of an anti-assignment clause may be waived either before or after the assignment. See our article on Contracts.

Noncompete Clauses and Assignments:

Of critical import to most buyers of businesses is the ability to ensure that key employees of the business being purchased cannot start a competing company. Some states strictly limit such clauses, some do allow them. California does restrict noncompete clauses, only allowing them under certain circumstances. A common question in those states that do allow them is whether such rights can be assigned to a new party, such as the buyer of the buyer.

A covenant not to compete, also called a non-competitive clause, is a formal agreement prohibiting one party from performing similar work or business within a designated area for a specified amount of time. This type of clause is generally included in contracts between employer and employee and contracts between buyer and seller of a business.

Many workers sign a covenant not to compete as part of the paperwork required for employment. It may be a separate document similar to a non-disclosure agreement, or buried within a number of other clauses in a contract. A covenant not to compete is generally legal and enforceable, although there are some exceptions and restrictions.

Whenever a company recruits skilled employees, it invests a significant amount of time and training. For example, it often takes years before a research chemist or a design engineer develops a workable knowledge of a company’s product line, including trade secrets and highly sensitive information. Once an employee gains this knowledge and experience, however, all sorts of things can happen. The employee could work for the company until retirement, accept a better offer from a competing company or start up his or her own business.

A covenant not to compete may cover a number of potential issues between employers and former employees. Many companies spend years developing a local base of customers or clients. It is important that this customer base not fall into the hands of local competitors. When an employee signs a covenant not to compete, he or she usually agrees not to use insider knowledge of the company’s customer base to disadvantage the company. The covenant not to compete often defines a broad geographical area considered off-limits to former employees, possibly tens or hundreds of miles.

Another area of concern covered by a covenant not to compete is a potential ‘brain drain’. Some high-level former employees may seek to recruit others from the same company to create new competition. Retention of employees, especially those with unique skills or proprietary knowledge, is vital for most companies, so a covenant not to compete may spell out definite restrictions on the hiring or recruiting of employees.

A covenant not to compete may also define a specific amount of time before a former employee can seek employment in a similar field. Many companies offer a substantial severance package to make sure former employees are financially solvent until the terms of the covenant not to compete have been met.

Because the use of a covenant not to compete can be controversial, a handful of states, including California, have largely banned this type of contractual language. The legal enforcement of these agreements falls on individual states, and many have sided with the employee during arbitration or litigation. A covenant not to compete must be reasonable and specific, with defined time periods and coverage areas. If the agreement gives the company too much power over former employees or is ambiguous, state courts may declare it to be overbroad and therefore unenforceable. In such case, the employee would be free to pursue any employment opportunity, including working for a direct competitor or starting up a new company of his or her own.

It has been held that an employee’s covenant not to compete is assignable where one business is transferred to another, that a merger does not constitute an assignment of a covenant not to compete, and that a covenant not to compete is enforceable by a successor to the employer where the assignment does not create an added burden of employment or other disadvantage to the employee. However, in some states such as Hawaii, it has also been held that a covenant not to compete is not assignable and under various statutes for various reasons that such covenants are not enforceable against an employee by a successor to the employer. Hawaii v. Gannett Pac. Corp. , 99 F. Supp. 2d 1241 (D. Haw. 1999)

It is vital to obtain the relevant law of the applicable state before drafting or attempting to enforce assignment rights in this particular area.

Conclusion:

In the current business world of fast changing structures, agreements, employees and projects, the ability to assign rights and obligations is essential to allow flexibility and adjustment to new situations. Conversely, the ability to hold a contracting party into the deal may be essential for the future of a party. Thus, the law of assignments and the restriction on same is a critical aspect of every agreement and every structure. This basic provision is often glanced at by the contracting parties, or scribbled into the deal at the last minute but can easily become the most vital part of the transaction.

As an example, one client of ours came into the office outraged that his co venturer on a sizable exporting agreement, who had excellent connections in Brazil, had elected to pursue another venture instead and assigned the agreement to a party unknown to our client and without the business contacts our client considered vital. When we examined the handwritten agreement our client had drafted in a restaurant in Sao Paolo, we discovered there was no restriction on assignment whatsoever…our client had not even considered that right when drafting the agreement after a full day of work.

One choses who one does business with carefully…to ensure that one’s choice remains the party on the other side of the contract, one must master the ability to negotiate proper assignment provisions.

Founded in 1939, our law firm combines the ability to represent clients in domestic or international matters with the personal interaction with clients that is traditional to a long established law firm.

Read more about our firm

© 2024, Stimmel, Stimmel & Roeser, All rights reserved  | Terms of Use | Site by Bay Design

• Platform Overview All-in-one legal research and workflow software
• Legal Research Unmetered access to primary and secondary sources
• Workflow Tools AI-powered tools for smarter workflows
• News & Analysis Paywall-free premium Bloomberg news and coverage
• Practical Guidance Ready-to-use guidance for any legal task
• Contract Solutions New: Streamlined contract workflow platform
• Introducing Contract Solutions Experience contract simplicity
• Watch product demo
• Law Firms Find everything you need to serve your clients
• In-House Counsel Expand expertise, reduce cost, and save time
• Government Get unlimited access to state and federal coverage
• Law Schools Succeed in school and prepare for practice
• Customer Cost Savings and Benefits See why GCs and CLOs choose Bloomberg Law
• Getting Started Experience one platform, one price, and continuous innovation
• Our Initiatives Empower the next generation of lawyers
• Careers Explore alternative law careers and join our team
• Press Releases See our latest news and product updates
• DEI Framework Raising the bar for law firms
• Request Pricing

Master the Legal Memo Format

September 20, 2022

[Bloomberg Law’s Essential Career Toolkit can help you excel in class and jump-start your legal career to successfully transition from law student to lawyer.]

What is the legal memo assignment?

The legal memo is an objective memorandum that provides you the opportunity to review and research relevant case law, investigate relevant facts using available resources, analyze those facts under that law, and impartially assess the potential outcome of a matter. The legal memo is an assignment that law firm associates are frequently asked to provide to senior attorneys.

Far too often, however, the assigning attorney takes one look at the result and replies, “I knew this already.” To prevent this outcome, it’s important to write a legal memo with sufficient understanding of audience, scope, purpose, and format. With proper planning, law firm associates can maximize the odds of favorable reception at the outset.

Bloomberg Law can help you understand and apply legal issues to your legal memo assignment, so your final product addresses all relevant points right out of the gate.

What’s the difference between a closed legal memo and an open legal memo?

A closed legal memo is an assignment where you are given the case law or other primary law to be used in your writing. Far more challenging is an open legal memo, where you will need to research and identify the relevant law, investigate and analyze the most legally significant facts involving a particular client, and provide a critical assessment of how the court may apply the law to the matter.

By extension, unlike a court brief, the legal memo is not the place to wager a legal opinion or argue facts. The legal memorandum serves as an objective standalone document and identifies the risks and any unknown facts that need investigation. It should maintain an impartial tone, with no implied preference for one side or the other.

What’s the standard legal memo format?

Generally, a legal memorandum comprises six sections, with the following information:

1. Heading or caption

A section, titled, “Memorandum,” identifies the recipient (To: _______), the author (From: ____), the assignment submission date (typically in MMMM DD YYYY format), and subject of the memo (Re: __________).

2. Question presented

A brief one-sentence statement that defines how the law applies to the legal question at hand, and the jurisdiction where the matter will be decided. The question presented is specific and impartial and doesn’t assume a legal conclusion.

3. Brief answer

A quick-hit legal prediction to the question presented, based on a short (four to five sentences) explanation that references relevant law and facts.

4. Statement of facts

A concise, impartial statement of the facts that captures the heart of the legal matter, as well as current and past legal proceedings related to the issue. The facts can be chronological or grouped thematically, whichever format presents the facts in the clearest manner.

5. Discussion

Restates the main facts and delineates the overarching legal rule. Several paragraphs outline the various legal topics to be addressed in the case and provide an analysis of the legal issues, usually ordered in subsections.

6. Conclusion

The assigning attorney will likely read this section first. It predicts how the court will apply the law, and how confident you are in your prediction based on the data. With an impartial advisory tone, you identify next steps and propose a legal strategy to proceed.

How to write a legal memo

Legal research memos can come in many forms—from broad 50-state surveys to more nuanced research on a particular point of law—but whatever the format, it’s important that you fully understand the task entrusted to you before you start typing.

If you tackle your assignment by following the recommended approaches in the legal memo example below, you’ll be more likely to find an appreciative supervising attorney, deliver better work product, cut down on the number of drafts required to arrive at a final product, and, most importantly, please the client.

Learn the essentials of litigation writing, research, and document review with our Core Litigation Skills Practical Guidance Toolkit , available to Bloomberg Law subscribers.

Legal memorandum sample assignment

Assignment:  Prepare an open legal memo on whether, under the Fourteenth Amendment’s Due Process Clause, there is personal jurisdiction over a foreign car manufacturer involving a products liability case.

Step 1: Understand the legal issues

Review legal memo assignment materials.

In an open legal memo, you will be tasked with researching relevant primary and secondary resources, such as from national, single, or multiple state entities, as well as appeals circuits, to include in your analysis.

Locate secondary sources

Secondary sources, such as books, treatises, law reviews, legal analysis publications, and Practical Guidance are a great starting point to assist with your legal memo research. Although secondary sources are not binding on courts, meaning courts are not required to follow these sources, they are still helpful tools to use when you know little about a topic.

However, remember that while you may know little about a topic, the same may not hold true for your audience. Readers like law partners and assigning attorneys will already know general law. Identify your audience’s presumed level of knowledge, then the most mission-critical questions to address. These identified gaps will inform your fact-finding and research.

Use secondary resources to better fill in the main legal topics and issues as they relate to the facts in the legal memo assignment. Your legal research should help frame the issue and lead to other relevant materials, including cases and statutes.

Throughout, utilize legal memo space wisely. Remember, legal memo length varies by subject. Some topics require only a short summary, while others compel long-form treatment. For guidance, search your firm’s office document management system for previous legal memos.

Sample assignment – Step 1

Understand the legal issues:  Legal research depends on the right search terms. In the case, for example, you can use the keywords: (“personal jurisdiction” and manufacture!)) to locate relevant resources on the Bloomberg Law platform.

More broadly, while your search into secondary sources may span books and treatises, law review articles, and other legal analysis publications, make sure to vet all legal authorities for relevance.

[Research tip: It can be challenging to know all relevant keywords. Bloomberg Law provides a convenient search results page, where relevant article blurbs showcase additional keywords to explore. Based on targeted keywords, you can better gather the most relevant background information to assist with your analysis.]

Step 2: Develop a research plan

Identify primary law.

Primary sources can often be identified with research tools, such as court opinions searches for relevant case law. However, primary sources are not always apparent. In such cases, work your way backward. Reviewing secondary sources can help you identify a list of relevant primary law resources, like case law and related statutes. Keep your research organized and create a research plan to identify key resources. The research plan will list the relevant primary law and how the case or statute relates to your comprehensive legal analysis.

Stay organized

Save the relevant cases and statutes to a designated workspace. Bloomberg Law provides a streamlined and secure digital working area where you can add your notes as well as upload and store your drafts to keep organized.

Sample assignment – Step 2

Develop a research plan:  In the  assignment, some legal research may mention cases on what contacts a foreign defendant must have for the court to have personal jurisdiction over it, such as Ford Motor Co. v. Montana Eighth Judicial District Court .  Read through these articles to reveal additional relevant cases and statutes to support your analysis.

Step 3: Confirm your legal memo research

Once you have your research plan, you want to verify all your research to make sure you’re relying on the most current case law available. Bloomberg Law’s litigation tools like the BCite citator tool help you work smarter and faster to validate your case law research—specifically, to determine whether a citation still represents good law and can be relied upon—and helps you to conduct additional research to find more cases and resources that support your legal memo’s findings and conclusions.

Robust verification should ensure you know the following information:

• Composite analysis – the overall treatment of the cited case by other courts.
• Direct history – How a cited case has moved through the court system.
• Case analysis – Cases that have subsequently cited to the case.
• Authorities – Cases relied on by the court in the main case.
• Citing documents – Legal materials, such as court opinions, administrative decisions, and secondary sources that reference your case by citation.

Sample assignment – Step 3

Confirm your research:  To see whether  Ford Motor Co. v. Montana Eighth Judicial District Court  is still good law, you will of course need to pull up and review the case status. As part of this verification, you should review how other courts have treated the case. Once you have verified case status, you can better find additional secondary cases and other sources that cite to your case.

[Research tip: Carefully review whether case law citation can be relied on in your legal memo. While a legal memo is written for internal stakeholders like the assigning attorney, and not for the court system, it may nonetheless serve as a primer for future material.]

Attorneys may later incorporate any case law citations within the legal memo into court filings in support of their arguments. Given this broad potential reach, it’s imperative to verify all case law within your legal memo. Any unverified case law that later makes its way into public documents will result in an admonition from the court.

It is also important not to cherry-pick case citations. Remember the legal memo’s purpose is to inform, not to argue the facts. The legal memo must therefore provide an objective summary of all relevant case law and how it applies to the facts at hand. The omission of negative case law only compromises future legal strategy and heightens client legal exposure.

Step 4: Write an objective analysis

The legal memo showcases your critical legal thinking skills. Use your research plan and research materials to help organize your analysis. Remember to clearly state the law and the facts, in the active voice, and present your analysis in a logical manner.

Even with the IRAC legal memo format (Issue, Rule, Application, and Conclusion), it can be a challenge to write with precision. For example, it may not be clear which details to include in the statement of facts. Skilled legal memo writers often begin with the discussion. With complementary considerations of legal authority and factual criteria, this section clarifies the most legally significant facts and informs other earlier sections like the question presented and brief answer.

Across all stages, Bloomberg Law provides a vast trove of articles and resources to assist you in preparing your legal memo. Whether this is your first or fiftieth legal memo assignment, you can showcase clear and impartial legal analysis in your legal memo and other writing assignments in ways that establish you as a strong legal mind.

Reference Shelf

11 resume rules every law student should follow

Succeeding in the modern legal classroom

The right answers to law interview questions

Three things to know before starting your law career

Turn your passion for social justice into a law career

Recommended for you

See bloomberg law in action.

From live events to in-depth reports, discover singular thought leadership from Bloomberg Law. Our network of expert analysts is always on the case – so you can make yours. Request a demo to see it for yourself.

• EXPLORE Random Article

How to Draft an Assignment of Contract

Last Updated: January 23, 2022

This article was co-authored by Clinton M. Sandvick, JD, PhD . Clinton M. Sandvick worked as a civil litigator in California for over 7 years. He received his JD from the University of Wisconsin-Madison in 1998 and his PhD in American History from the University of Oregon in 2013. This article has been viewed 5,316 times.

A contract is an agreement between at least two parties—A and B. However, one party might want to transfer the contract to someone else. For example, B might want to assign its rights and obligations to C. Sometimes, a contract prohibits assignment, in which case B can’t assign the contract to anyone. In other contracts, the other party to the original contract (here Party A) must also agree to the assignment from B to C. If the contract allows assignment, then an assignment can take place once a proper assignment agreement has been created.

Starting the Assignment Agreement

• If you are printing the agreement on letterhead, make sure to leave enough room at the top.

• Sample language could read, “This Assignment (‘Assignment’), dated as of [insert date] (‘Effective Date’), is made between [insert your name] (‘Assignor’) and [insert the name of the assignee] (‘Assignee’).” [1] X Research source

• Sample recitals could read, “Whereas, Assignor entered into the following Contract with [the name of the party you contracted with, called the ‘obligor’] on [insert date of the contract] (‘Contract’); and whereas Assignor wishes to assign all of its rights and obligations under the Contract to Assignee. Now, therefore, Assignor and Assignee agree as follows.”

Granting the Assignment

• A sample grant could read: “Assignor and Assignee hereby agree that the Assignor shall assign all its title, right, and interest, and delegate all its obligations, responsibilities, and duties, in and to the Contract to Assignee.”

• “Assignee hereby accepts the assignment of all of Assignor’s obligations, responsibilities, and duties under the Contract and all of Assignor’s right, title, and interest in and to the Contract.”

• A sample modification provision could read: “This Agreement may only be modified if the modification is made in writing and executed by both Assignor and Assignee. No verbal agreement is allowed.”

• The assignor could agree to indemnify the obligor: “Assignor agrees to defend and indemnify [insert name of the obligor] from any and all claims, judgments, actions, proceedings, liabilities, and costs, including reasonable attorneys’ fees and other costs of defense and damages, resulting from Assignor’s performance prior to the assignment of the Contract and resulting from Assignee’s performance after the assignment of the Contract. However, after the assignment of the Contract, [insert name of the obligor] shall first look to Assignee to satisfy all claims, actions, judgments, proceedings, liabilities, and costs, including reasonable attorneys’ fees and other costs of defense and damages resulting from Assignee’s performance.”
• The assignee should also agree to indemnify the obligor: “Assignee agrees to indemnify the [insert name of obligor] from any and all claims, judgments, actions, proceedings, liabilities, and costs, including reasonable attorneys’ fees and other costs of defense and damages, resulting from Assignee’s performance after the assignment of the Contract.”

Finalizing the Agreement

• You could write, “This Assignment shall be construed and interpreted, and the rights of the parties determined by, the laws of the State of Maine (without regard to the conflicts of law principles thereof or any other jurisdiction).” [2] X Research source

• A sample clause could read, “If any part of this Agreement is declared invalid or unenforceable, the remainder of the Agreement shall continue to be valid and enforceable.” [3] X Research source

• Just above the signature line, insert: “In witness whereof, the parties have caused this Assignment to be duly executed as of the date first written above.” [4] X Research source

• If you don’t have an attorney, then you should contact your local or state bar association and ask for a referral.
• When scheduling the consultation, ask how much the attorney charges.

Expert Q&A

You might also like.

• ↑ http://contracts.onecle.com/annies/baking-assignment-2014-03-20.shtml
• ↑ http://www.contractstandards.com/clauses/severability

About this article

Reader Success Stories

Luciana Alencar

Dec 20, 2017

Did this article help you?

• About wikiHow
• Terms of Use
• Privacy Policy
• Do Not Sell or Share My Info
• Not Selling Info

Construction notes

Legal terms explained: assignment.

This post is part of the following categories:

Construction Law (Journal) , Legal Terms Explained

What is assignment?

An assignment is the transfer of an interest from one party (“ assignor ”) to another (“ assignee ”). Assignment allows the assignor to transfer the benefit of a contract to the assignee. For example, the tenant of recently built office premises may transfer the benefit of a collateral warranty originally granted in its favour to a subsequent tenant.

Without express words, assignment usually involves an assignment of accrued and future rights. Clear words are required to assign only future rights under a contract ( Energy Works (Hull) Ltd v MW High Tech Projects UK and others [2020] EWHC 2537 (TCC)).

Assignment in a construction context typically refers to a legal or equitable assignment (although assignment can also occur by other means, e.g. operation of law). A key difference between legal and equitable assignments is that, in the case of a legal assignment, the assignee may enforce any assigned rights in its own name. In contrast, following an equitable assignment, the assignee would need to join the assignor in any action brought to enforce its rights.

To take effect as a legal assignment under English law, an assignment must comply with section 136(1) of the Law of Property Act 1925 (“ LPA 1925 “). This requires the assignment to be: (i) in writing; (ii) absolute; and (iii) expressly notified in writing to the other party to the contract (“ debtor “). In practice, parties tend to effect a legal assignment by way of an assignment agreement or deed of assignment to ensure that these requirements are satisfied.

However, if the parties fail to meet any of the requirements set out in LPA 1925 the assignment will usually have equitable effect. Equitable assignments may arise orally or in writing, and whilst recommended, there is no need to notify the debtor, provided a clear intention to assign can be established. Neither legal nor equitable assignments generally require the debtor’s consent.

  Assignment v novation

Although both terms are sometimes used interchangeably, assignment should be distinguished from novation. The most notable difference is that assignment only transfers the benefit of a contract (e.g. a warranty that works have been carried out to the required standard), whereas a novation transfers both the benefit and the burden (e.g. an obligation to pay for a service). As novation also requires the consent of all parties, it will typically be effected by a tripartite agreement between the novating party, the party to whom the contract is to be novated, and the counterparty to the relevant contract.

  Some issues concerning assignment

• Restrictions on assignment – Unless there is an express prohibition in the contract, the parties will usually be free to assign the benefit of a contract. However, many standard form building contracts, including the JCT Design and Build Contract, prohibit assignment, or allow it only subject to certain conditions. In this regard, a developer may seek to amend the contract to reduce any restrictions on their ability to assign. In contrast, a contractor may seek to limit any rights to assign, for example by specifying the number of permitted assignments. This is often linked to the contractor’s professional indemnity insurance terms which may provide for restricted cover in respect of successive assignments.
• Ineffective assignment where prohibited – If a party purports to assign a right in contravention of an assignment clause, the assignment will only be effective as between the assignee and the assignor, and will not be enforceable against the debtor.
• Means of assignment – A clause in a contract permitting assignment is not sufficient to effect an assignment. There must be a separate document or oral agreement to show the assignor’s intention to assign ( Allied Carpets Group Plc v Macfarlane (t/a Whicheloe Macfarlane Partnership) [2002] EWHC 1155 (TCC)).

* This is an updated version of an article originally published as part of the ‘Legal Terms Explained’ series of Construction Law .

For further information, please contact James Doe, David Nitek, Noe Minamikata or your usual Herbert Smith Freehills contact.

Share this:

Leave a reply cancel reply.

Your email address will not be published. Required fields are marked *

You may use these HTML tags and attributes: <a href="" title=""> <abbr title=""> <acronym title=""> <b> <blockquote cite=""> <cite> <code> <del datetime=""> <em> <i> <q cite=""> <s> <strike> <strong>

Save my name, email, and website in this browser for the next time I comment.

• Skip to primary navigation
• Skip to main content
• Skip to primary sidebar
• Skip to footer

Legal Templates

Home Business Assignment Agreement

Assignment Agreement Template

Use our assignment agreement to transfer contractual obligations.

Updated February 1, 2024 Reviewed by Brooke Davis

An assignment agreement is a legal document that transfers rights, responsibilities, and benefits from one party (the “assignor”) to another (the “assignee”). You can use it to reassign debt, real estate, intellectual property, leases, insurance policies, and government contracts.

What Is an Assignment Agreement?

What to include in an assignment agreement, how to assign a contract, how to write an assignment agreement, assignment agreement sample.

Partnership Interest

An assignment agreement effectively transfers the rights and obligations of a person or entity under an initial contract to another. The original party is the assignor, and the assignee takes on the contract’s duties and benefits.

It’s often a requirement to let the other party in the original deal know the contract is being transferred. It’s essential to create this form thoughtfully, as a poorly written assignment agreement may leave the assignor obligated to certain aspects of the deal.

The most common use of an assignment agreement occurs when the assignor no longer can or wants to continue with a contract. Instead of leaving the initial party or breaking the agreement, the assignor can transfer the contract to another individual or entity.

For example, imagine a small residential trash collection service plans to close its operations. Before it closes, the business brokers a deal to send its accounts to a curbside pickup company providing similar services. After notifying account holders, the latter company continues the service while receiving payment.

Create a thorough assignment agreement by including the following information:

• Effective Date:  The document must indicate when the transfer of rights and obligations occurs.
• Parties:  Include the full name and address of the assignor, assignee, and obligor (if required).
• Assignment:  Provide details that identify the original contract being assigned.
• Third-Party Approval: If the initial contract requires the approval of the obligor, note the date the approval was received.
• Signatures:  Both parties must sign and date the printed assignment contract template once completed. If a notary is required, wait until you are in the presence of the official and present identification before signing. Failure to do so may result in having to redo the assignment contract.

Review the Contract Terms

Carefully review the terms of the existing contract. Some contracts may have specific provisions regarding assignment. Check for any restrictions or requirements related to assigning the contract.

Check for Anti-Assignment Clauses

Some contracts include anti-assignment clauses that prohibit or restrict the ability to assign the contract without the consent of the other party. If there’s such a clause, you may need the consent of the original parties to proceed.

Determine Assignability

Ensure that the contract is assignable. Some contracts, especially those involving personal services or unique skills, may not be assignable without the other party’s agreement.

Get Consent from the Other Party (if Required)

If the contract includes an anti-assignment clause or requires consent for assignment, seek written consent from the other party. This can often be done through a formal amendment to the contract.

Prepare an Assignment Agreement

Draft an assignment agreement that clearly outlines the transfer of rights and obligations from the assignor (the party assigning the contract) to the assignee (the party receiving the assignment). Include details such as the names of the parties, the effective date of the assignment, and the specific rights and obligations being transferred.

Include Original Contract Information

Attach a copy of the original contract or reference its key terms in the assignment agreement. This helps in clearly identifying the contract being assigned.

Execution of the Assignment Agreement

Both the assignor and assignee should sign the assignment agreement. Signatures should be notarized if required by the contract or local laws.

Notice to the Other Party

Provide notice of the assignment to the non-assigning party. This can be done formally through a letter or as specified in the contract.

File the Assignment

File the assignment agreement with the appropriate parties or entities as required. This may include filing with the original contracting party or relevant government authorities.

Communicate with Third Parties

Inform any relevant third parties, such as suppliers, customers, or service providers, about the assignment to ensure a smooth transition.

Keep Copies for Records

Keep copies of the assignment agreement, original contract, and any related communications for your records.

Here’s a list of steps on how to write an assignment agreement:

Step 1 – List the Assignor’s and Assignee’s Details

List all of the pertinent information regarding the parties involved in the transfer. This information includes their full names, addresses, phone numbers, and other relevant contact information.

This step clarifies who’s transferring the initial contract and who will take on its responsibilities.

Step 2 – Provide Original Contract Information

Describing and identifying the contract that is effectively being reassigned is essential. This step avoids any confusion after the transfer has been completed.

Step 3 – State the Consideration

Provide accurate information regarding the amount the assignee pays to assume the contract. This figure should include taxes and any relevant peripheral expenses. If the assignee will pay the consideration over a period, indicate the method and installments.

Step 4 – Provide Any Terms and Conditions

The terms and conditions of any agreement are crucial to a smooth transaction. You must cover issues such as dispute resolution, governing law, obligor approval, and any relevant clauses.

Step 5 – Obtain Signatures

Both parties must sign the agreement to ensure it is legally binding and that they have read and understood the contract. If a notary is required, wait to sign off in their presence.

Related Documents

• Purchase Agreement : Outlines the terms and conditions of an item sale.
• Business Contract : An agreement in which each party agrees to an exchange, typically involving money, goods, or services.
• Lease/Rental Agreement : A lease agreement is a written document that officially recognizes a legally binding relationship between two parties -- a landlord and a tenant.
• Legal Resources
• Partner With Us
• Terms of Use
• Privacy Policy
• Do Not Sell My Personal Information

The document above is a sample. Please note that the language you see here may change depending on your answers to the document questionnaire.

Thank you for downloading!

How would you rate your free template?

Click on a star to rate

• Subject guides
• Law research and writing skills

Getting started

Law research and writing skills: Getting started

• Approaching law assignments This link opens in a new window
• Legal problem solving This link opens in a new window
• Research skills
• Note-taking This link opens in a new window
• Writing legal essays This link opens in a new window
• Writing case notes This link opens in a new window
• Writing legal memos This link opens in a new window
• Writing policy papers This link opens in a new window
• Citing and referencing
• Exam preparation This link opens in a new window
• Juris Doctor
• Graduate researchers
• Learn HQ This link opens in a new window
• Back to Law guide

New to Law at Monash? This page provides links and tips to help you through your first semester or trimester.

Week 1 and 2

• Take our interactive tutorial about academic integrity .
• Learn essential research skills in Library workshops. Workshops are run as part of first-year Law units for both undergraduates and postgraduates.
• Read the resources on your unit Moodle sites , which include important information from your lecturers about the units you'll be studying as well as information from the library to help you learn legal research and writing skills.

Your first assignment

Understanding your assignment.

• Check your unit guide or Moodle site for assignment requirements and marking rubrics.
• Use legal dictionaries and encyclopaedias to look up terms and concepts you're not familiar with.
• Learn how to approach law assignments .

Doing your research

• Learn about legal research skills .
• Use the key law databases .
• Find relevant cases , legislation and commentary .

Writing the assignment

• Read our tutorials on writing case notes or writing legal essays .
• Make sure you cite and reference your sources correctly.

Throughout the year

• Take good notes in lectures to help you revise.
• Get advice from our librarians at a drop-in session .
• Use these resources to learn more about cases and the courts.
• Read our guide to exam preparation .
• << Previous: Home
• Next: Approaching law assignments >>

• Legal Affidavit
• Legal Agreement
• Legal Assignment
• Legal Attorney
• Legal Billboard
• Legal Brochure
• Legal Checklist
• Legal Confidentiality Agreement
• Legal Consultant
• Legal DL Card
• Legal Incorporation

Legal Assignment Template in Word

If You Have Legal Assignments That Need to Be Put into Writing, Template.net's Free Legal Assignment Word Templates Can Absolutely Help. With Preformatted Texts and Guides, You Can Create Legal Letters, Contracts, Claims, and Assignment Letters for Administrative Law and Beneficial Interest. Edit These In a Microsoft Document. Invest Your Money with Our Templates Now!

Get Access to All  MS Word Templates

• Legal Invoice
• Legal Letterhead
• Legal Power of Attorney
• Legal Rack Card
• Legal Resume
• Legal Service
• Legal Waiver
• Non-Profit Legal

If you're working to make documents that can help you hand over contractual rights or responsibilities while helping to protect your own legal rights and obligations, then look no further than our Ready-Made Legal Assignments Templates. These professionally-made legal templates are easy to use and can be opened in any version of Microsoft Word. They all contain pre-made layout and content that you can fully use with little to no hassle at all. Simply add the necessary details of the assignment document and you're good for printing. Available in A4 and US print sizes. Our template may be used for assigning deeds, contracts, patents, trust funds, cases, assets, intellectual property, trademarks, and other types of claims. Download our premium Ready-Made Legal Assignments Templates in Word today!

How to Make A Legal Assignment in Word

A legal assignment is a legal term for the transfer of ownership, rights, and obligations from one party (the assignor) to another person or entity (the assignee). The document that states this transfer or transaction is called a legal assignment agreement or assignment agreement.

A legal assignment should only be created with the express consent of the assignee. Other conditions or contract stipulations may also exist that prohibits assignments. So, make sure to read the original contract or agreement and consult your lawyer prior to finalizing a legal assignment.

Just like other forms of documents, legal assignments can be created using various word processing software tools like Microsoft Word. They can then be printed out or stored electronically. Below, we have collated a few document-making tips to help you create a seamless legal assignment agreement. Read and study all these best practices.

1. Inform Your Intended Assignee

As we have emphasized earlier, a legal assignment may only be executed if the assignee agrees to the transfer of property, rights, or obligations. You may negotiate with the assignee yourself or you may have your lawyer do it. An assignee needs to be informed that once he or she agrees to be the new assignee, he or she will assume all rights, benefits, or duties due to him and by him under the original agreement. For example, under a mortgage contract, the assignee will have to pay the monthly mortgage once the legal assignment is in effect.

2. Follow a Standard Legal Document Format

Legal documents take time to prepare. That is why, if you are a lawyer, business owner, or private person who wishes to quickly create your own legal assignments, following a standard document format may be what you need to do. You may download pre-made assignment letters and smart contract templates online (a few examples are shown above). And then just edit them to match the specific contract, case, deed, or circumstance you are making the assignment document for.

3. Verify All Information

Just like making other kinds of legal documents and agreements between two parties, it is crucial to maintain the veracity of your legal assignment. Make sure that all the names, designations, agreement terms, specific notes, and stipulations are accurately reflected on the final assignment of rights document. Doing so prevents future lawsuits and having anyone challenge the validity of your legal assignment agreement. 

4. Check If There is an Anti-Assignment Clause

Before transferring your rights to any asset, property, or contract to another person or entity, make sure that the original contract does not have an anti-assignment clause. This simple check can help you save time and money down the road. And if you find an anti-assignment clause, you may contact the obligor (the third party) to have the original contract agreement amended to allow you to assign your rights or duties to another person.

5. Have The Document Reviewed By A Real Estate or Contract Lawyer

Never forget to let your lawyer review the legal agreement or assignment document you’ve created. He or she may recommend the right legal phrasing on the document. Or, he can also check if the document adheres to local business and property laws. Trust in your lawyer because he will put your best business interests in mind.

Get Instant Access to 50,000+ MS Word Templates

• Access to 1 Million+ Templates & Tools
• 500,000+ Microsoft 365 Templates including Excel, Powerpoint, Publisher, Outlook & PDF
• Unlimited access to Design & Documents AI editors
• Professionally Made Content and Beautifully Designed
• Instant Download & 100% Customizable

How does it work?

1. choose this template.

Start by clicking on "Fill out the template"

2. Complete the document

Answer a few questions and your document is created automatically.

3. Save - Print

Your document is ready! You will receive it in Word and PDF formats. You will be able to modify it.

Contract Assignment Agreement

Rating: 4.8 - 105 votes

This Contract Assignment Agreement document is used to transfer rights and responsibilities under an original contract from one Party, known as the Assignor, to another, known as the Assignee. The Assignor who was a Party to the original contract can use this document to assign their rights under the original contract to the Assignee, as well as delegating their duties under the original contract to that Assignee. For example, a nanny who as contracted with a family to watch their children but is no longer able to due to a move could assign their rights and responsibilities under the original service contract to a new childcare provider.

How to use this document

Prior to using this document, the original contract is consulted to be sure that an assignment is not prohibited and that any necessary permissions from the other Party to the original contract, known as the Obligor, have been obtained. Once this has been done, the document can be used. The Agreement contains important information such as the identities of all parties to the Agreement, the expiration date (if any) of the original contract, whether the original contract requires the Obligor's consent before assigning rights and, if so, the form of consent that the Assignor obtained and when, and which state's laws will govern the interpretation of the Agreement.

If the Agreement involves the transfer of land from one Party to another , the document will include information about where the property is located, as well as space for the document to be recorded in the county's official records, and a notary page customized for the land's location so that the document can be notarized.

Once the document has been completed, it is signed, dated, and copies are given to all concerned parties , including the Assignor, the Assignee, and the Obligor. If the Agreement concerns the transfer of land, the Agreement is then notarized and taken to be recorded so that there is an official record that the property was transferred.

Applicable law

The assignment of contracts that involve the provision of services is governed by common law in the " Second Restatement of Contracts " (the "Restatement"). The Restatement is a non-binding authority in all of U.S common law in the area of contracts and commercial transactions. Though the Restatement is non-binding, it is frequently cited by courts in explaining their reasoning in interpreting contractual disputes.

The assignment of contracts for sale of goods is governed by the Uniform Commercial Code (the "UCC") in § 2-209 Modification, Rescission and Waiver .

How to modify the template

You fill out a form. The document is created before your eyes as you respond to the questions.

At the end, you receive it in Word and PDF formats. You can modify it and reuse it.

Other names for the document:

Assignment Agreement, Assignment of Contract Agreement, Contract Assignment, Assignment of Contract Contract, Contract Transfer Agreement

Country: United States

General Business Documents - Other downloadable templates of legal documents

• Amendment to Agreement
• Loan Agreement
• Loan Agreement Modification
• Release of Loan Agreement
• Non-Compete Agreement
• Partnership Dissolution Agreement
• Notice of Withdrawal from Partnership
• Power Of Attorney
• Debt Acknowledgment Form
• Meeting Minutes
• Request to Alter Contract
• Release Agreement
• Guaranty Agreement
• Joint Venture Agreement
• Debt Settlement Agreement
• Breach of Contract Notice
• Corporate Proxy
• Mutual Rescission and Release Agreement
• Notice for Non-Renewal of Contract
• Meeting Notice
• Other downloadable templates of legal documents

• Skip to primary navigation
• Skip to main content
• Skip to primary sidebar
• Skip to footer

Law School Toolbox®

All the tools you need for law school success

Five Tips for a Great Legal Writing Assignment

September 25, 2012 By Lee Burgess 2 Comments

• Follow the format outlined by your professor. It is likely your legal writing professor has given you instructions for the overall format of your legal writing assignment. In addition, your professor may have given you formatting instructions for the body of your assignment, such as that you need to follow IRAC. Whatever the instructions, follow them . Sure, you may think it is an overly formal or a frustrating way to write—but to be honest, no one cares. You need to write for your professor . It is more important to write in the way your professor has outlined, than as you personally prefer. And it is not going to be the last time your writing will need to conform to someone else’s rules. As a working attorney you often need to write in the format requested by your boss or even by the court. So get used to it!
• Remember, your writing doesn’t need to be full of legalese—the best legal writing is often simple! So many law students make the mistake of thinking that to “sound like a lawyer” they must use every possible legal term out there. This is just not the case. Often the most effective legal writing is very clear and concise and only uses legal terms or “legalese” when appropriate (say, when you are using a term of art). It is also important to work on writing in a clear, concise way because your assignments may have maximum word count. So using extra words to sound “more professional” won’t really help your grade in the end.
• Answer the question asked by your assignment. Often students get so caught up in writing their assignment that they forget to focus on the question that was asked of them. It is important to read and re-read (and even read again) the assignment sheet. You don’t want to make a mistake and write something off topic. Remember, answering the question is key to getting a good grade!
• Plan before you write. A great legal writing assignment is organized. And for most of us this means that you need to plan your paper just as you would plan an essay or any other project. Organization is key and it takes time to sit with the research and develop your answer. Make sure you build this time into your plan of how you are going to get your assignment done.
• Proofread and double-check citations. As an attorney-in-training, it is very important to present yourself in a professional way. That means that you need to proofread your assignments to present yourself in a professional way to your professor as well. If your assignment is riddled with typos, it is distracting for the professor and likely will cause your grade to drop. Also, students often are lax when handling citations. You are typically graded on the accuracy of your citations. Citations are not hard, but you must be detail oriented and look things up! I have seen many a legal writing grade go down because students didn’t spend adequate time or energy on citations. Don’t let this happen to you.

Legal writing, like most things, gets easier the more that you do it. So do every practice assignment assigned and get as much feedback as you can. This will help you become an excellent legal writer, which is a critical skill in our profession.

Check out these other helpful posts:

• Surviving the first weeks of law school .
• Law school exam prep 101 .
• Getting feedback on past exams is critical .
• Pay attention in class, it can save you time !

Are you on our mailing list? Sign up now and we’ll send you lots of great stuff, totally free!

Image by nh313066 via stock.xchng .

Looking for some help to do your best in law school? Find out about our law school tutoring options.

About Lee Burgess

Lee Burgess, Esq. is the co-founder of the Law School Toolbox , a resource for law students that demystifies the law school experience and the Bar Exam Toolbox , a resource for students getting ready for the bar exam. Lee has been adjunct faculty at two bay area law schools teaching classes on law school and bar exam preparation. You can find Lee on Twitter at @leefburgess , @lawschooltools , & @barexamtools .

Reader Interactions

Thank very much for the tips i have just read they been beneficial to me because am a distance law school student.

I need more guide to legal writing because am lecturing this course for Magistrates

Leave a Reply Cancel reply

Your email address will not be published. Required fields are marked *

Save my name, email, and website in this browser for the next time I comment.

Want Better Law School Grades?

Sign Up for Our Exam Tips!

• Privacy Policy
• Terms & Conditions

Copyright 2024 Law School Toolbox®™

• Election 2024
• Entertainment
• Newsletters
• Photography
• Personal Finance
• AP Investigations
• AP Buyline Personal Finance
• AP Buyline Shopping
• Press Releases
• Israel-Hamas War
• Russia-Ukraine War
• Global elections
• Asia Pacific
• Latin America
• Middle East
• Election Results
• Delegate Tracker
• AP & Elections
• Auto Racing
• 2024 Paris Olympic Games
• Movie reviews
• Book reviews
• Personal finance
• Financial Markets
• Business Highlights
• Financial wellness
• Artificial Intelligence
• Social Media

New federal rule bars transgender school bathroom bans, but it likely isn’t the final word

FILE - A protester outside the Kansas Statehouse holds a sign after a rally for transgender rights on the Transgender Day of Visibility, March 31, 2023, in Topeka, Kan. A new rule from President Joe Biden’s administration assuring transgender students be allowed to use the school bathrooms that align with their gender identity could conflict with laws in Republican-controlled states that seek to make sure they can’t. (AP Photo/John Hanna, File)

FILE - Oklahoma Gov. Kevin Stitt, center, signs a bill that prevents transgender girls and women from competing on female sports teams, March 30, 2022, in Oklahoma City. A new rule from President Joe Biden’s administration assuring transgender students be allowed to use the school bathrooms that align with their gender identity could conflict with laws in Republican-controlled states that seek to make sure they can’t. (AP Photo/Sean Murphy, File)

• Copy Link copied

A new rule from President Joe Biden’s administration blocking blanket policies to keep transgender students from using school bathrooms that align with their gender identity could conflict with laws in Republican-controlled states.

The clash over bathroom policy and other elements of a federal regulation finalized last week could set the stage for another wave of legal battles over how transgender kids should be treated in the U.S.

In recent years, transgender people have gained visibility and acceptance in the U.S. — and some conservative officials have pushed back.

Most GOP-controlled states now have laws reining in their rights. Measures include laws to keep transgender girls out of girls school sports, limiting which school bathrooms transgender people can use, requiring school staff to notify parents if their student identifies in school as transgender, and barring school staff from being required to use the pronouns a transgender student uses.

Most of those policies have been challenged in court.

Here’s a look at the new regulation, the states’ laws and what could happen next.

WHAT’S THE HEART OF THE REGULATION?

The 1,577-page regulation finalized last week seeks to clarify Title IX, the 1972 sex discrimination law originally passed to address women’s rights and applies to schools and colleges that receive federal money.

The regulations, which are to take effect in August, spell out that Title IX bars discrimination based on sexual orientation and gender identity, too.

Many Republicans say this wasn’t the intent of the law.

The new rules also provide more protections to students who make accusations of sexual misconduct.

RULE CONTRADICTS BATHROOM LAWS

At least 11 states have adopted laws barring transgender girls and women from using girls’ and women’s bathrooms at public schools.

The new regulation opposes those sweeping policies.

It states that sex separation at schools isn’t always unlawful. However, the separation becomes a violation of Title IX’s nondiscrimination rule when it causes more than a very minor harm on a protected individual, “such as when it denies a transgender student access to a sex-separate facility or activity consistent with that student’s gender identity.”

The laws are in effect in Alabama, Arkansas, Florida, Iowa, Kansas, Kentucky, North Dakota, Oklahoma and Tennessee. A judge’s order putting enforcement on hold is in place in Idaho. A prohibition in Utah is scheduled to take effect July 1.

RULE ALLOWS PARENTAL NOTIFICATION REQUIREMENTS

At least seven states have laws or other policies calling for schools to notify parents if their children are transgender.

The regulation seems to authorize those requirements, stating that “nothing in these final regulations prevents a recipient from disclosing information about a minor child to their parent who has the legal right to receive disclosures on behalf of their child.”

The requirements are already law in Alabama, Arizona, Arkansas, Idaho, Indiana and North Carolina. The Arizona law requires schools to provide information to parents but does not specifically include details about students’ gender expression or sexuality. Virginia asked schools to provide guidance to the state’s school districts to adopt similar policies, though they’re not written into state law.

ARE PRONOUN RESTRICTIONS LEGAL? IT DEPENDS

At least four states — Florida, Kentucky, Montana and North Dakota — have laws intended to protect from discipline teachers and/or students who won’t use the pronouns transgender or nonbinary students use.

The regulations wrestle with this, finding that “harassing a student — including acts of verbal, nonverbal, or physical aggression, intimidation, or hostility based on the student’s nonconformity with stereotypical notions of masculinity and femininity or gender identity — can constitute discrimination on the basis of sex under Title IX in certain circumstances.”

But they also spell out that “a stray remark” does not constitute harassment and seek to protect the right of free speech.

THE BIG DEBATE: SPORTS PARTICIPATION

The new rules don’t specifically mention whether states can ban transgender girls from girls sports competitions. The Biden administration has put on hold a policy that would forbid schools from having outright bans.

State laws that contain such bans have been adopted in at least two dozen states in the name of preserving girls sports. But judges have paused enforcement of some of them, including in a ruling last week that applies only to one teenage athlete in West Virginia.

While the new rules are not specific to sports participation, advocates on both sides believe they could apply.

“They may be saying that this doesn’t address it, but through the broad language they’re using, the ultimate result is you have to allow a boy on a girls team,” said Matt Sharp, a lawyer with Alliance Defending Freedom, falsely identifying transgender girls as boys. Alliance Defending Freedom is a conservative group that has represented female athletes challenging sports participation by transgender women and girls.

“This document gives a good sense that says you can’t have a rule that says, ‘If you’re transgender, you can’t participate,’” said Harper Seldin, an American Civil Liberties Union lawyer.

WHAT HAPPENS NOW?

Lawsuits, probably.

After the rules were unveiled last week, Tennessee Attorney General Jonathan Skrmetti posted on X that “TN is prepared to defend Title IX & protect against unlawful regulations that redefine what sex really means.”

“We absolutely plan to challenge this betrayal of women in court,” Florida Attorney General Ashley Moody said in a statement Monday.

Oklahoma Attorney General Gentner Drummond submitted comments critical of the rule before it was finalized.

Over the last two decades, attorneys general have frequently sued the opposing party’s president over rules and executive orders.

Sharp of Alliance Defending Freedom said his group is still dissecting the federal rules but does represent groups that could be affected, including female athletes and religious schools and could sue over aspects of the rules. He expects states to do the same thing.

“I don’t think a lot of states want to wait until the federal government enforces this,” he said.

The ACLU’s Seldin said his organization will watch carefully how the rules play out.

“What do theses laws and regulations mean in terms of transgender youth and transgender students who find themselves attacked in every aspect of their lives?” he asked.

___ Associated Press reporter Brendan Farrington in Tallahassee, Florida; Jonathan Mattise in Nashville, Tennessee; and Sean Murphy in Oklahoma City contributed to this article.

Harvard Law Professor Offers Scathing Summary Of SCOTUS-Trump Arguments

Reporter, HuffPost

Harvard constitutional law professor Laurence Tribe on Thursday slammed as “shameful” the U.S. Supreme Court’s arguments over Donald Trump’s “total immunity” appeal in which the justices kicked their decision — and subsequently a potential trial in the former president’s election subversion case — further down the road.

“Much of the argument was quite depressing in the sense that it really amounted to four [conservative] justices — Brett Kavanaugh, Samuel Alito, Neil Gorsuch and Clarence Thomas — in search of a lifeline for Donald Trump ,” Tribe summarized to MSNBC ’s Lawrence O’Donnell.

“That was embarrassing,” Tribe continued. “And much of it seemed to be kind of like a congressional hearing. They didn’t want to talk about this case. They just wanted to spin hypotheticals in the air and almost draft a new law for some kind of immunity.”

At one point in Thursday’s hearings, liberal Justice Ketanji Brown Jackson asked why “isn’t it enough, for the purposes of this case […] to just answer the question of whether all official acts get immunity?”

Tribe said, “Jackson got to the point, ‘All we have to do is do our job, and our job is to decide the case before us, and on the facts before us, there is no plausible case for immunity.’ And if we take a step back, that’s something the court could and should have done in December so we could maybe in closing arguments in this trial.”

Tribe added, “It was a shameful performance by the court, buying the very time that Donald Trump wanted.”

Watch Tribe’s full analysis here:

Support HuffPost

Our 2024 coverage needs you, your loyalty means the world to us.

At HuffPost, we believe that everyone needs high-quality journalism, but we understand that not everyone can afford to pay for expensive news subscriptions. That is why we are committed to providing deeply reported, carefully fact-checked news that is freely accessible to everyone.

Whether you come to HuffPost for updates on the 2024 presidential race, hard-hitting investigations into critical issues facing our country today, or trending stories that make you laugh, we appreciate you. The truth is, news costs money to produce, and we are proud that we have never put our stories behind an expensive paywall.

Would you join us to help keep our stories free for all? Your contribution of as little as $2 will go a long way.

Can't afford to donate? Support HuffPost by creating a free account and log in while you read.

As Americans head to the polls in 2024, the very future of our country is at stake. At HuffPost, we believe that a free press is critical to creating well-informed voters. That's why our journalism is free for everyone, even though other newsrooms retreat behind expensive paywalls.

Our journalists will continue to cover the twists and turns during this historic presidential election. With your help, we'll bring you hard-hitting investigations, well-researched analysis and timely takes you can't find elsewhere. Reporting in this current political climate is a responsibility we do not take lightly, and we thank you for your support.

Contribute as little as $2 to keep our news free for all.

Dear HuffPost Reader

Thank you for your past contribution to HuffPost. We are sincerely grateful for readers like you who help us ensure that we can keep our journalism free for everyone.

The stakes are high this year, and our 2024 coverage could use continued support. Would you consider becoming a regular HuffPost contributor?

The stakes are high this year, and our 2024 coverage could use continued support. If circumstances have changed since you last contributed, we hope you’ll consider contributing to HuffPost once more.

Already contributed? Log in to hide these messages.

Popular in the Community

From our partner, more in politics.

• Share full article

Advertisement

Supported by

Biden Administration Releases Revised Title IX Rules

The new regulations extended legal protections to L.G.B.T.Q. students and rolled back several policies set under the Trump administration.

By Zach Montague and Erica L. Green

Reporting from Washington

The Biden administration issued new rules on Friday cementing protections for L.G.B.T.Q. students under federal law and reversing a number of Trump-era policies that dictated how schools should respond to cases of alleged sexual misconduct in K-12 schools and college campuses.

The new rules, which take effect on Aug. 1, effectively broadened the scope of Title IX, the 1972 law prohibiting sex discrimination in educational programs that receive federal funding. They extend the law’s reach to prohibit discrimination and harassment based on sexual orientation and gender identity, and widen the range of sexual harassment complaints that schools will be responsible for investigating.

“These regulations make it crystal clear that everyone can access schools that are safe, welcoming and that respect their rights,” Miguel A. Cardona, the education secretary, said in a call with reporters.

The rules deliver on a key campaign promise for Mr. Biden, who declared he would put a “quick end” to the Trump-era Title IX rules and faced mounting pressure from Democrats and civil rights leaders to do so.

The release of the updated rules, after two delays, came as Mr. Biden is in the thick of his re-election bid and is trying to galvanize key electoral constituencies.

Through the new regulations, the administration moved to include students in its interpretation of Bostock v. Clayton County, the landmark 2020 Supreme Court case in which the court ruled that the Civil Rights Act of 1964 protects gay and transgender workers from workplace discrimination. The Trump administration held that transgender students were not protected under federal laws, including after the Bostock ruling .

In a statement, Betsy DeVos, who served as Mr. Trump’s education secretary, criticized what she called a “radical rewrite” of the law, asserting that it was an “endeavor born entirely of progressive politics, not sound policy.”

Ms. DeVos said the inclusion of transgender students in the law gutted decades of protections and opportunities for women. She added that the Biden administration also “seeks to U-turn to the bad old days where sexual misconduct was sent to campus kangaroo courts, not resolved in a way that actually sought justice.”

While the regulations released on Friday contained considerably stronger protections for L.G.B.T.Q. students, the administration steered clear of the lightning-rod issue of whether transgender students should be able to play on school sports teams corresponding to their gender identity.

The administration stressed that while, writ large, exclusion based on gender identity violated Title IX, the new regulations did not extend to single-sex living facilities or sports teams. The Education Department is pursuing a second rule dealing with sex-related eligibility for male and female sports teams. The rule-making process has drawn more than 150,000 comments.

Under the revisions announced on Friday, instances where transgender students are subjected to a “hostile environment” through bullying or harassment, or face unequal treatment and exclusion in programs or facilities based on their gender identity, could trigger an investigation by the department’s Office for Civil Rights.

Instances where students are repeatedly referred to by a name or pronoun other than one they have chosen could also be considered harassment on a case-by-case basis.

“This is a bold and important statement that transgender and nonbinary students belong, in their schools and in their communities,” said Olivia Hunt, the policy director for the National Center for Transgender Equality.

The regulations appeared certain to draw to legal challenges from conservative groups.

May Mailman, the director of the Independent Women’s Law Center, said in a statement that the group planned to sue the administration. She said it was clear that the statute barring discrimination on the basis of “sex” means “binary and biological.”

“The unlawful omnibus regulation reimagines Title IX to permit the invasion of women’s spaces and the reduction of women’s rights in the name of elevating protections for ‘gender identity,’ which is contrary to the text and purpose of Title IX,” she said.

The existing rules, which took effect under Mr. Trump in 2020, were the first time that sexual assault provisions were codified under Title IX. They bolstered due process rights of accused students, relieved schools of some legal liabilities and laid out rigid parameters for how schools should conduct impartial investigations.

They were a sharp departure from the Obama administration’s interpretation of the law, which came in the form of unenforceable guidance documents directing schools to ramp up investigations into sexual assault complaints under the threat of losing federal funding. Scores of students who had been accused of sexual assault went on to win court cases against their colleges for violating their due process rights under the guidelines.

The Biden administration’s rules struck a balance between the Obama and Trump administration’s goals. Taken together, the regulation largely provides more flexibility for how schools conduct investigations, which advocates and schools have long lobbied for.

Catherine E. Lhamon, the head of the department’s Office for Civil Rights who also held the job under President Barack Obama, called the new rules the “most comprehensive coverage under Title IX since the regulations were first promulgated in 1975.”

They replaced a narrower definition of sex-based harassment adopted under the Trump administration with one that would include a wider range of conduct. And they reversed a requirement that schools investigate only incidents alleged to have occurred on their campuses or in their programs.

Still, some key provisions in the Trump-era rules were preserved, including one allowing informal resolutions and another prohibiting penalties against students until after an investigation.

Among the most anticipated changes was the undoing of a provision that required in-person, or so-called live hearings, in which students accused of sexual misconduct, or their lawyers, could confront and question accusers in a courtroom-like setting.

The new rules allow in-person hearings, but do not mandate them. They also require a process through which a decision maker could assess a party or witness’s credibility, including posing questions from the opposing party.

“The new regulations put an end to unfair and traumatic grievance procedures that favor harassers,” Kel O’Hara, a senior attorney at Equal Rights Advocates. “No longer will student survivors be subjected to processes that prioritize the interests of their perpetrators over their own well being and safety.”

The new rules also allow room for schools to use a “preponderance of evidence” standard, a lower burden of proof than the DeVos-era rules encouraged, through which administrators need only to determine whether it was more likely than not that sexual misconduct had occurred.

The renewed push for that standard drew criticism from legal groups who said the rule stripped away hard-won protections against flawed findings.

“When you are dealing with accusations of really one of the most heinous crimes that a person can commit — sexual assault — it’s not enough to say, ‘50 percent and a feather,’ before you brand someone guilty of this repulsive crime,” said Will Creeley, the legal director of the Foundation for Individual Rights and Expression.

The changes concluded a three-year process in which the department received 240,000 public comments. The rules also strengthen protections for pregnant students, requiring accommodations such as a bigger desk or ensuring access to elevators and prohibiting exclusion from activities based on additional needs.

Title IX was designed to end discrimination based on sex in educational programs or activities at all institutions receiving federal financial assistance, beginning with sports programs and other spaces previously dominated by male students.

The effects of the original law have been pronounced. Far beyond the impact on school programs like sports teams, many educators credit Title IX with setting the stage for academic parity today. Female college students routinely outnumber male students on campus and have become more likely than men of the same age to graduate with a four-year degree.

But since its inception, Title IX has also become a powerful vehicle through which past administrations have sought to steer schools to respond to the dynamic and diverse nature of schools and universities.

While civil rights groups were disappointed that some ambiguity remains for the L.G.B.T.Q. students and their families, the new rules were widely praised for taking a stand at a time when education debates are reminiscent to the backlash after the Supreme Court ordered schools to integrate.

More than 20 states have passed laws that broadly prohibit anyone assigned male at birth from playing on girls’ and women’s sports teams or participating in scholastic athletic programs, while 10 states have laws barring transgender people from using bathrooms based on their gender identity.

“Some adults are showing up and saying, ‘I’m going to make school harder for children,” said Liz King, senior program director of the education equity program at the Leadership Conference on Civil and Human Rights. “It’s an incredibly important rule, at an incredibly important moment.”

Schools will have to cram over the summer to implement the rules, which will require a retraining staff and overhauling procedures they implemented only four years ago.

Ted Mitchell, the president of the American Council on Education, which represents more than 1,700 colleges and universities, said in a statement that while the group welcomed the changes in the new rule, the timeline “disregards the difficulties inherent in making these changes on our nation’s campuses in such a short period of time.”

“After years of constant churn in Title IX guidance and regulations,” Mr. Mitchell said, “we hope for the sake of students and institutions that there will be more stability and consistency in the requirements going forward.”

Zach Montague is based in Washington. He covers breaking news and developments around the district. More about Zach Montague

Erica L. Green is a White House correspondent, covering President Biden and his administration. More about Erica L. Green