assignment of contract en francais

Reform of the French Civil Code on contract law and the general regime and proof of obligations

Global |  Publication |  October 2016

On October 1, 2016, Order n°2016-131 of February 10, 2016, modifying the French Civil Code provisions on contract law and the general regime and proof of obligations, entered into force. The Order codified principles which have emerged from the case law of the French courts but also created a number of new rules applicable to pre-contractual and contractual relationships.

Pre-contractual relations

New article 1104 provides that contracts must be negotiated, concluded and performed in good faith 1  (previously the implied obligation of good faith applied only to performance) and failure to comply with such obligation can not only trigger the payment of damages, but also result in the nullification of the contract. New article 1112-1 provides specifically that if one party to the contractual negotiations is aware of information the significance of which would be determinative for the consent of the other party (except for information relating to the estimation of the value of services to be provided under the contract), it must inform such other party thereof if such other party is legitimately unaware of such information or relies on the first party.

New articles 1115 and 1116 provide that contractual offers 2 may be retracted if they have not yet reached the offeree, but they may not be retracted prior to any period for acceptance stated in the offer (or, if no such period is stated, a reasonable period). Offers retracted in violation of such rule but prior to acceptance prevent the conclusion of the contract; in such case the only remedy is damages, and such damages are limited to the costs and expenses resulting from the non-conclusion (and not anticipated profits). Conversely, new article 1118 provides that acceptance of the offer may be freely retracted as long as it has not been received by the offeror.

New article 1119 provides that general conditions invoked by a party have no effect against the other party unless they have been made known to such other party and accepted by it. In the event of a “battle of the forms” between two series of general condition (e.g., general sales conditions and general purchase conditions), those conditions which conflict are without effect.

Preference pacts and unilateral promises

Under new article 1123, if the undertaking party in a preference pact enters into an agreement in violation of this preference pact, the original beneficiary may obtain damages, and, if the new counterparty knew of the existence of the preference pact and the intention of the beneficiary to benefit thereby, the beneficiary may bring an action to have the offending contract declared null or request the judge to have the beneficiary substituted for the offending party in the contract. A third party may request in writing that the beneficiary of a preference pact confirm, within a reasonable period specified in the written request, whether or not there is a preference pact in force and if the beneficiary intends to rely thereupon. If no response is made to the request, the beneficiary of the preference pact may no longer request to be substituted for the requesting party or to have the contract declared null and void.

Contradicting previous decisions of French courts, new article 1124 provides that a contract concluded in violation of a unilateral promise with a third party which knew of the existence thereof is null and void.

Economic violence and unequal clauses

New article 1143 provides that violence exists when a party, abusing the state of dependency in which its co-contracting party finds itself, obtains from such co-contracting party an undertaking which such co-contracting party would not have otherwise agreed to in the absence of such constraint, and benefits thereby from a manifestly excessive advantage. The requirement to obtain a manifestly excessive advantage was added just prior to promulgation in order to limit the scope of this provision to particularly egregious situations.

Under new article 1171, in standard form agreements imposed by one party on another 3 ( contrats d’adhésion ), contractual clauses (other than those dealing with the principal object of the contract or with the price of the service provided) which create a significant imbalance ( déséquilibre significatif ) between the rights and obligations of the parties to the contract can be deleted by the judge at the request of the contracting party to the detriment of which it was stipulated. The limitation of this principle to “adhesion contracts” was added prior to promulgation of the Order, again in order to limit the scope of the provision to circumstances in which the party suffering from the “significant imbalance” had no opportunity to negotiate the contract.

Interpretation and nullification of contracts

French law has historically provided that a court interpreting an ambiguous contractual provision must determine the parties’ actual subjective intention rather than simply construing the actual words of the contract in an objective manner. This has been traditionally opposed to the Anglo-American principle of interpreting ambiguous provisions in the manner a “reasonable person” would understand them. However, under new article 1188, if the mutual intention of the parties cannot be determined, the contract is to be interpreted according to the sense that a reasonable person placed in the same situation would give to it. In standard form agreements ( contrats d’adhésion ), new article 1190 provides that, in the case of doubt, the contract is to be interpreted against the party who proposed the contract.

New article 1179 distinguishes between absolute nullity (in the case of contracts which violate a provision of law which protects the general interest), which can be requested by any person who can demonstrate an interest as well as by the public prosecutor, and relative nullity, which can be requested only by the person which the law is intended to protect. A party may request in writing to a person who would be entitled to claim the nullity of a contract either to confirm the validity of the contract or to bring an action to nullify the contract within six months, failing which the person will be foreclosed from alleging the nullity. If an action in nullity is not brought within six months, the contract will be deemed to have been confirmed. Under new article 1186, a contract validly formed may also become lapsed ( caduc ) if one of its essential components disappears. If the performance of several contracts is necessary for the realisation of the same transaction and one of such contracts disappears, all of the contracts the performance of which is rendered impossible by such disappearance, and all those for which the performance of the contract which disappeared was a determining condition of the consent of a party are also rendered caduc ; however, this only occurs if the contracting party against which such caducité is invoked was aware of the existence of the entire transaction when it consented to the contract to which it is a party.

Hardship and force majeure

New article 1195 provides that if a change in circumstances which could not have been predicted at the time the contract was entered into renders performance of the contract excessively onerous for a contractual party who had not assumed such risk, such party may request its counterparty to renegotiate the contract. The requesting party must continue to perform its obligations during the renegotiation. In the event of refusal of the other party to renegotiate or in the event that the renegotiation is not successful, the parties may agree to terminate the contract on the date and on the conditions determined by the parties, or mutually request the judge to adapt the contract. Without an agreement within a reasonable time period, the judge may, at the request of a party, revise the contract or terminate it. Because the article expressly states that it does not apply to a party who has assumed the relevant risk, it is likely that parties to French law contracts will henceforth include language specifically stating that risk of “hardship” is assumed; the Loan Market Association has for example recommended such an approach to loan agreements.

Force majeure is defined by new article 1218 as the occurrence of an event which is beyond the control of the obligor, which could not have been reasonably foreseen at the time of the entry into of the contract and the effects of which cannot be avoided by appropriate measures and which prevents performance of its obligation by the obligor. If the effects are temporary, the performance of the obligation is suspended unless the delay resulting therefrom justifies termination of the contract. If the effects are definitive, the contract is automatically terminated and the parties are discharged of their obligations (without damages being due).

Transfer of contracts, rights and obligations

New article 1216 provides that a contracting party may, with the consent of its co-contracting party, assign its position as party to a contract; such an “assignment of contract” ( cession de contrat ) will simplify considerably the manner in which contractual transfer occurs under French law. Such consent may be given in advance, including in the contract entered into between the future assignor and assigned party, in which case the assignment enters into force with respect to the assigned party when the contract concluded between the assignor and the assignee is notified to the assigned party or when the assigned party so acknowledges. The assignment must be made in writing or it is null and void. If the assigned party so expressly consents, the assignment of the contract liberates the assignor for obligations arising after the assignment; otherwise the assignor remains jointly and severally liable for the performance of the contract. If the assignor is not discharged by the assigned party, any security interests previously granted remain in force. Otherwise, security interests granted by third parties remain in force only with their agreement. If the assignor is discharged, any joint and several co-obligors remain liable, after deducting the share of the assignor in the obligations.

Assignment of receivables no longer requires to be effective as against the obligor of the receivable to be served on such obligor by huissier de justice ( signification ); under new article 1324, simple notice to or acknowledgement by the obligor is sufficient, and even this is not necessary if the obligor has given advance consent to such assignment. The assignment of receivables must be made in writing or it is null and void.

Assignment of debts ( cession de dettes ) is specifically permitted under new article 1327, as long as it is consented to or acknowledged by the creditor, including by the giving of advance consent. If the creditor so consents, the original obligor is discharged of its obligation; otherwise it is jointly and severally liable for payment of the debt. If the original debtor is not discharged of its obligation then the security interests which were originally granted survive; otherwise security interests granted by third parties only survive with the agreement of the persons having granted such security interests. If the assignor is discharged, any other jointly and severally liable co-obligors remain liable after deduction of the assignor’s portion of the debt.

Remedies for non-performance (new article 1217)

As revised, the Civil Code now sets out several different remedies for contractual non-performance:

• Refusal of the performing party to perform its own obligations or suspension of such performance ( exception d’inexécution ), not only when the other party is already failing to perform, but also when it is manifestly clear that the other party will not perform on the date performance is contractually required and if the consequences of such non-performance are sufficiently serious for the otherwise performing party.
• Specific performance ( exécution forcée ), after serving formal notice on the non-performing party to perform ( mise en demeure ) and unless such performance is impossible or if there exists manifest disproportion between the cost of performing for the obligor and the interest in performance for the obligee. It is also possible for the obligee, following the giving of a mise en demeure , to perform the obligation itself or cause it to be performed, with a reasonable time period and at a reasonable cost, or, following receipt of prior authorisation by the judge, destroy anything done in violation thereof. The obligee may request the obligor to reimburse sums paid by the obligee for such purpose, and may also file a motion before the court asking the obligor to advance to the obligee the amounts necessary for such performance or such destruction. This new remedy is a substantial departure from previous practice, under which specific performance was rarely permitted.
• Accept imperfect performance and request a proportional reduction in price, following a mise en demeure .
• Termination of the contract, after a mise en demeure . A clause résolutoire in a contract must specify those obligations the non-performance of which will trigger the termination of the contract. If the contract does not contain a clause résolutoire , the obligee may terminate the contract in the event of a sufficiently serious case of non-performance by simple notification but at its risk. The obligee is always entitled to request the court to terminate the contract; in such case, the judge may either acknowledge or order the termination of the contract or order the non-performing party to perform either immediately or within a period fixed by the court, or simply order the payment of damages.
• In addition, damages, after a mise en demeure, can always be claimed, either alone or in conjunction with the other remedies.

The parties may not contractually limit or exclude such obligation.

Containing all the essential elements of the potential contract and expressing the willingness of its author to be bound in the event of acceptance.

 Prepared by one party in which the counterparty has little or no opportunity to negotiate.

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Contract Assignment Agreement

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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 .

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

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Home News Civil Law Reform of French contract law – Ratification Law published on April 21, 2018: General Presentation

Reform of French contract law – Ratification Law published on April 21, 2018: General Presentation

Ordinance n°2016-131 of february 10, 2016 for the reform of contract law, the general regime of obligations and proof of obligations came into force on october 1, 2016. this reform was primarily aimed at codifying established and settled case-law principles but it also introduced new legal concepts and obligations., law n° 2018-287 dated april 20, 2018 – which ratifies the aforementioned ordinance – was published in the official journal on april 21, 2018. this law does not only ratify the february 10, 2016 ordinance. it also brings about a number of changes. some of them are quite significant, others without any real impact. most of these changes will become effective on october 1, 2018 but some others will apply retroactively as from october 1, 2016..

Ordinance n°2016-131 of February 10, 2016 for the reform of contract law, the general regime of obligations and proof of obligations came into force on October 1, 2016 [1] .

Before this reform, the provisions of the French Civil Code on the general law of obligations had little evolved since 1804, thereby leading to an abundant case-law, a true source of law, designed to clarify, supplement and modernize statute law by taking into account the evolution of lifestyles, morals, technologies and practices.

As such, the reform had basically the effect of restoring statutory law to its rightful place, by making it more accessible and predictable in order to guarantee modernity and legal certainty.

One year and a half after the entry into force of this reform, the French Parliament eventually passed the Law that ratifies the February 10, 2016 Ordinance (the “Law”).

This was the opportunity to correct the “shortcomings” of the reform denounced by legal practitioners.

Discussions revealed disagreements between the Senate and the National Assembly on the changes that the Law was to bring about. The joint committee (i.e. a committee composed of an equal number of members from both Chambers) reached an agreement on March 14, 2018.

The Law makes a distinction between two types of changes incorporated into the French Civil Code as a result of the reform.

It brings about so-called “interpretative” amendments that will apply retroactively as from October 1, 2016 and substantial amendments that will become effective only as from October 1, 2018.

• Substantive amendments

Article 16 of the Law specifies that such Law will enter into force on October 1, 2018. The substantial amendments brought about by this Law will only apply to contracts entered into after October 1, 2018. Contracts entered into before that date will continue to be governed by the provisions that were incorporated into the French Civil Code as a result of the February 10, 2016 Ordinance.

The table below identifies the substantial amendments, brought about by the Law, that will become effective on October 1, 2018. Changes appear in red.

• The so-called “ interpretative amendments ”

Article 16 of the Law stipulates that “ the amendments made under this Law to Articles 1112, 1143, 1165, 1216-3, 1217, 1221, 1304-4, 1305-5, 1327-1, 1328-1, 1347-6 and 1352-4 of the French Civil Code are interpretative in character.”

These interpretative amendments apply retroactively as from October 1, 2016. This means that any contracts entered into after October 1, 2016, including those concluded before October 1, 2018, shall be governed by these provisions.

This is a derogation – permitted by existing case-law – from Article 2 of the French Civil Code according to which “ Legislation provides only for the future; it has no retroactive effect .”

The table below identifies the amendments – which are minor on the whole and undoubtedly interpretative in character – brought about by the Law and that will apply retroactively as from October 1, 2016. Changes appear in red.

[1] Cf. our article entitled “ Reform of French contract law to take effect on October 1, 2016: Important changes that caught our attention ” published in our September 2016 e-newsletter .

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• 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.

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Assignment of Contract

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What is an assignment of contract.

An assignment of contract is a legal term that describes the process that occurs when the original party (assignor) transfers their rights and obligations under their contract to a third party (assignee). When an assignment of contract happens, the original party is relieved of their contractual duties, and their role is replaced by the approved incoming party.

How Does Assignment of Contract Work?

An assignment of contract is simpler than you might think.

The process starts with an existing contract party who wishes to transfer their contractual obligations to a new party.

When this occurs, the existing contract party must first confirm that an assignment of contract is permissible under the legally binding agreement . Some contracts prohibit assignments of contract altogether, and some require the other parties of the agreement to agree to the transfer. However, the general rule is that contracts are freely assignable unless there is an explicit provision that says otherwise.

In other cases, some contracts allow an assignment of contract without any formal notification to other contract parties. If this is the case, once the existing contract party decides to reassign his duties, he must create a “Letter of Assignment ” to notify any other contract signers of the change.

The Letter of Assignment must include details about who is to take over the contractual obligations of the exiting party and when the transfer will take place. If the assignment is valid, the assignor is not required to obtain the consent or signature of the other parties to the original contract for the valid assignment to take place.

Check out this article to learn more about how assigning a contract works.

Contract Assignment Examples

Contract assignments are great tools for contract parties to use when they wish to transfer their commitments to a third party. Here are some examples of contract assignments to help you better understand them:

Anna signs a contract with a local trash company that entitles her to have her trash picked up twice a week. A year later, the trash company transferred her contract to a new trash service provider. This contract assignment effectively makes Anna’s contract now with the new service provider.

Hasina enters a contract with a national phone company for cell phone service. The company goes into bankruptcy and needs to close its doors but decides to transfer all current contracts to another provider who agrees to honor the same rates and level of service. The contract assignment is completed, and Hasina now has a contract with the new phone company as a result.

Here is an article where you can find out more about contract assignments.

Assignment of Contract in Real Estate

Assignment of contract is also used in real estate to make money without going the well-known routes of buying and flipping houses. When real estate LLC investors use an assignment of contract, they can make money off properties without ever actually buying them by instead opting to transfer real estate contracts .

This process is called real estate wholesaling.

Real Estate Wholesaling

Real estate wholesaling consists of locating deals on houses that you don’t plan to buy but instead plan to enter a contract to reassign the house to another buyer and pocket the profit.

The process is simple: real estate wholesalers negotiate purchase contracts with sellers. Then, they present these contracts to buyers who pay them an assignment fee for transferring the contract.

This process works because a real estate purchase agreement does not come with the obligation to buy a property. Instead, it sets forth certain purchasing parameters that must be fulfilled by the buyer of the property. In a nutshell, whoever signs the purchase contract has the right to buy the property, but those rights can usually be transferred by means of an assignment of contract.

This means that as long as the buyer who’s involved in the assignment of contract agrees with the purchasing terms, they can legally take over the contract.

But how do real estate wholesalers find these properties?

It is easier than you might think. Here are a few examples of ways that wholesalers find cheap houses to turn a profit on:

• Direct mailers
• Place newspaper ads
• Make posts in online forums
• Social media posts

The key to finding the perfect home for an assignment of contract is to locate sellers that are looking to get rid of their properties quickly. This might be a family who is looking to relocate for a job opportunity or someone who needs to make repairs on a home but can’t afford it. Either way, the quicker the wholesaler can close the deal, the better.

Once a property is located, wholesalers immediately go to work getting the details ironed out about how the sale will work. Transparency is key when it comes to wholesaling. This means that when a wholesaler intends to use an assignment of contract to transfer the rights to another person, they are always upfront about during the preliminary phases of the sale.

In addition to this practice just being good business, it makes sure the process goes as smoothly as possible later down the line. Wholesalers are clear in their intent and make sure buyers know that the contract could be transferred to another buyer before the closing date arrives.

After their offer is accepted and warranties are determined, wholesalers move to complete a title search . Title searches ensure that sellers have the right to enter into a purchase agreement on the property. They do this by searching for any outstanding tax payments, liens , or other roadblocks that could prevent the sale from going through.

Wholesalers also often work with experienced real estate lawyers who ensure that all of the legal paperwork is forthcoming and will stand up in court. Lawyers can also assist in the contract negotiation process if needed but often don’t come in until the final stages.

If the title search comes back clear and the real estate lawyer gives the green light, the wholesaler will immediately move to locate an entity to transfer the rights to buy.

One of the most attractive advantages of real estate wholesaling is that very little money is needed to get started. The process of finding a seller, negotiating a price, and performing a title search is an extremely cheap process that almost anyone can do.

On the other hand, it is not always a positive experience. It can be hard for wholesalers to find sellers who will agree to sell their homes for less than the market value. Even when they do, there is always a chance that the transferred buyer will back out of the sale, which leaves wholesalers obligated to either purchase the property themselves or scramble to find a new person to complete an assignment of contract with.

Learn more about assignment of contract in real estate by checking out this article .

Who Handles Assignment of Contract?

The best person to handle an assignment of contract is an attorney. Since these are detailed legal documents that deal with thousands of dollars, it is never a bad idea to have a professional on your side. If you need help with an assignment of contract or signing a business contract , post a project on ContractsCounsel. There, you can connect with attorneys who know everything there is to know about assignment of contract amendment and can walk you through the whole process.

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Assignments

An assignment provides information about a person's role such as job, position, pay, compensation, managers, working hours, and location.

HR specialists can create and manage assignments using the employment-related quick actions on the My Client Groups tab. Line managers can create and manage assignments for their team members using the employment-related quick actions on the My Team tab. Let's take a look at these aspects of assignments.

Work Relationship

A work relationship must have at least one assignment. Your legal employer may allow multiple assignments in one work relationship.

Worker assignments are secured by assignment-level security. An HR specialist or line manager can access a worker's assignment only if they have access to the assignment. For example, a line manager will only see assignments of workers reporting to them. Similarly, an HR Specialist can access worker assignments only within their area of responsibility.

For more information, see the document Implementing Assignment-Level Security in HCM (Doc ID 2700661.1) on My Oracle Support (https://support.oracle.com).

Primary Assignment

You can access a person's information from a single assignment which is their overall primary assignment. If you need information from a single assignment, you use the overall primary assignment. For example, some government reports are based on one assignment only.

You must identify one assignment as the primary assignment in each work relationship. When a person has multiple work relationships, the overall primary assignment is the primary assignment in the primary work relationship.

All work relationships must have at least one primary assignment. The following work relationship types are created as nonprimary, however, the assignments within these work relationship types are still created as primary.

Pending Worker Work Relationship

Offer Work Relationship (if you're using Oracle Recruiting Cloud)

Assignment Number

You can assign assignment numbers either manually or automatically. Assignment numbers are automatically generated by prefixing the person number with these characters: E (for employee), C (for contingent worker), N (for nonworker), P (for pending worker). For example, if the person number is 45678 and you hire the person as an employee, their assignment number would be E45678. Subsequent assignments of same type have suffix numbers, for example E45678-2, E45678-3. The suffix-number sequence is global and ensures that assignment numbers are unique in the enterprise. If you assign numbers manually, you must ensure they're unique in the enterprise.

Assignment Status

The status determines whether the assignment is active, inactive, or temporarily suspended. It also controls whether the assignment is eligible for payroll processing.

Some assignment actions you take automatically change the assignment status. For example, when you create an assignment, its status is set automatically to Active - payroll eligible. You can change this status if you want.

Contract and Collective Agreement

Assignments can include contract details for information purposes, which some legal employers require.

You can link a collective agreement with an assignment if the bargaining unit, country, and legal employer of the collective agreement and assignment are same. If you created a collective agreement without a legal employer or bargaining unit, you can link the collective agreement with any assignment within the same country.

Projected Dates

These are the two types of projected dates:

Projected Termination Date: This date field is stored in the PROJECTED_TERMINATION_DATE column of the PER_PERIODS_OF_SERVICE table. You can use the field to track the projected termination date of the work relationship. For example, you can use the field to track the projected end date of the global temporary assignment.

Projected Assignment End Date: This date field is stored in the PROJECTED_ ASSIGNMENT_END column of the PER_ALL_ASSIGNMENTS_M table (non-terms record). You can use the field to track the projected end date of the assignment. For example, you can use the field to track the projected end date of the temporary assignment.

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Administrative Associate Consultant

Advertised on behalf of.

Dar es Salaam, TANZANIA

Type of Contract :

Individual Contract

Starting Date :

06-May-2024

Application Deadline :

23-Apr-24 (Midnight New York, USA)

Post Level :

National Consultant

Duration of Initial Contract :

Time left :, languages required :.

English  

Expected Duration of Assignment :

UNDP is committed to achieving workforce diversity in terms of gender, nationality and culture. Individuals from minority groups, indigenous groups and persons with disabilities are equally encouraged to apply. All applications will be treated with the strictest confidence. UNDP does not tolerate sexual exploitation and abuse, any kind of harassment, including sexual harassment, and discrimination. All selected candidates will, therefore, undergo rigorous reference and background checks.

Background/Context

UN Women, grounded in the vision of equality enshrined in the Charter of the United Nations, works for the elimination of discrimination against women and girls; the empowerment of women; and the achievement of equality between women and men as partners and beneficiaries of development, human rights, humanitarian action and peace and security.

UN Women is mandated to lead and coordinate UN efforts to ensure commitments on gender equality and gender mainstreaming; to provide strong and coherent leadership in support of Member States through effective partnerships with national mechanisms for gender equality, civil society, and others, to provide through normative support functions and operational activities guidance and technical support to all Member States, across all levels of development, in all regions.

United Nations in Tanzania is a One UN Pilot, implementing UN Reform through Delivering as One (DaO) with twenty UN agencies operating under One Programme - the UN Development Assistance Plan (UNDAP), UNDAP I (2011-2016) and UNDAP II (2016-2022). Through UNDAP, UN Women supports its partners in implementing and monitoring the international and regional agreements on women's rights and developing capacity to integrate gender equality into national and regional development strategies, laws, and policies. UN Women contributes to results in five of the ten UN Programme Working Groups with staff based in Dar es Salaam, Dodoma, Zanzibar, Mtwara and Singida.

Key operational documentations will be stored electronically in the Sharepoint and hard copies will be stored in the new identified storage facilities in the office compound. The Country Office is also in the process of improving its data storage system by moving away from personal computers to cloud storage for all key operational documentations such as Payment Vouchers, Purchase Orders and Travel Authorizations. As such, UN Women Tanzania Country Office needs support of an administrative consultant to review existing Purchase Orders, Travel Authorizations and Travel Claims documentations to ensure completeness, sequential filling and physically sorting out the discrepancies in those documentations, filing the appropriate documentations in box files for the hard copies and storing soft copies in the dedicated Country Office SharePoint page.

Reporting to the Operations Manager, the Administrative Associate Consultant supports the Office Operations by performing a variety of standard administrative processes ensuring high quality and accuracy of work. The Administrative Associate promotes a client, quality, and results-oriented approach. The Administrative Associate works in close collaboration with the Operations, Programme, and projects staff team to ensure consistent service delivery and to resolve complex administration related issues and information delivery.

Duties and Responsibilities

• Administrative Support
• Reconcile MV 10 and PRO 6 documents and note verbale.
• Verify the authenticity of the supporting documents and where appropriate take corrective action to address anomalies detected before submission for approval.
• Support the preparation of Quarterly Mission and leave reports for the Head of Country Office. 
• Prepare Travel Plans, Travel Requests, and Travel claims for the Head of Country Office. 
• Preparation of official letters and similar communications materials, as requested, according to appropriate protocol procedures. 
• Review and verify completeness of required documentation and/or clearances prior to submission for the Head of country office approval/signature.
• Provide other support as requested by supervisor.
• Procurement Support
• Create purchase requisitions for shared office running cost and other procurement requests for operations.
• Support the Procurement Associate initiating all Operations Costs for Country Office such as Electricity, Water, Security, and hygiene service.
• Support Tanzania Country Office on Consultants Contract renewals;
• Create GST request for submission of Invoices and other payment requests.
• Logistical Support
• Arrange travel, visa, hotel accommodation and other logistics for  Senior staff and Visitors on mission for Tanzania Country Office.
• Accounting Support
• VAT claims processing

The selected consultant is expected to manage timely the sorting and filing of the identified documents within a period of six months from the commencement of the consultancy.

Consultant’s Workplace and Official Travel

This is an office-based consultancy. As part of this assignment, there will be 20% trips to sub offices in Dodoma, Mtwara, Singida and Zanzibar.

Competencies

Core Values: 

• Respect for Diversity 
• Integrity 
• Professionalism 

Core Competencies: 

• Awareness and Sensitivity Regarding Gender Issues 
• Accountability 
• Creative Problem Solving 
• Effective Communication 
• Inclusive Collaboration 
• Stakeholder Engagement 
• Leading by Example 

Please visit this link for more information on UN Women’s Core Values and Competencies:  

https://www.unwomen.org/en/about-us/employment/application-process#_Values

Required Skills and Experience

• Completion of secondary education is required;
• Bachelor’s degree in Business or Public Administration or related fields is an asset.

Experience:

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Friday, April 19, 2024 4:57 am (Paris)

• Israel-Hamas war

Google fires 28 workers protesting contract with Israel

Google has terminated 28 employees involved in a protest over Google's provision of cloud services to the government of Israel.

Le Monde with AFP

Time to 1 min.

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Google fired 28 employees following a disruptive sit-down protest over the tech giant's contract with the Israeli government, a Google spokesperson said Thursday, April 18.

The Tuesday demonstration was organized by the group "No Tech for Apartheid," which has long opposed "Project Nimbus," Google's joint $1.2 billion contract with Amazon to provide cloud services to the government of Israel.

Video of the demonstration showed police arresting Google workers in Sunnyvale, California, in the office of Google Cloud CEO Thomas Kurian, according to a post by the advocacy group on X, formerly Twitter.

Kurian's office was occupied for 10 hours, the advocacy group said.

Workers held signs including "Googlers against Genocide," a reference to accusations surrounding Israel's attacks on Gaza.

"No Tech for Apartheid," which also held protests in New York and Seattle, pointed to an April 12 Time magazine article reporting a draft contract of Google billing the Israeli Ministry of Defense more than $1 million for consulting services.

A "small number" of employees "disrupted" a few Google locations, but the protests are "part of a longstanding campaign by a group of organizations and people who largely don't work at Google," a Google spokesperson said.

"After refusing multiple requests to leave the premises, law enforcement was engaged to remove them to ensure office safety," the Google spokesperson said. "We have so far concluded individual investigations that resulted in the termination of employment for 28 employees, and will continue to investigate and take action as needed."

Israel is one of "numerous" governments for which Google provides cloud computing services, the Google spokesperson said.

"This work is not directed at highly sensitive, classified, or military workloads relevant to weapons or intelligence services," the Google spokesperson said.

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▾ dictionnaire anglais-français, assignment nom ( pluriel: assignments ) —, mission f ( pluriel: missions f ), attribution f, assign ( sb./sth. ) verbe ( assigned , assigned ) —, attribuer v, affecter (qqn.) v, assigner qqch./qqn. v, nommer qqn. v, allouer qqch. v, mandater qqch./qqn. v, assign sb./sth. to sb./sth. verbe —, assigner qqn./qqch. à qqn./qqch. v, assign sth. to sb. verbe —, céder qqch. à qqn. v, exemples :, assignment agreement n —, international assignment n —, stretch assignment n —, temporary assignment n —, assignment of receivables n —, random assignment n —, special assignment n —, new assignment n —, field assignment n —, group assignment n —, pre-assignment n —, current assignment n —, translation assignment n —, role assignment n —, assignment of personnel n —, assignment of tasks n —, initial assignment n —, priority assignment n —, proposed assignment n —, professional assignment n —, address assignment n —, internal assignment n —, direct assignment n —, product assignment n —, frequency assignment n —, rights assignment n —, core assignment n —, follow-on assignment n —, color assignment usa n —, channel assignment n —, document assignment n —, representation assignment n —, re-assignment n —, operational assignment n —, classic assignment n —, ▸ wikipédia, ▾ sources externes (non révisées).

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▾ dictionary english-french, assignment noun ( plural: assignments ) —, mission f ( plural: missions f ), attribution f, assign ( sb./sth. ) verb ( assigned , assigned ) —, attribuer v, affecter (qqn.) v, assigner qqch./qqn. v, nommer qqn. v, allouer qqch. v, mandater qqch./qqn. v, assign sb./sth. to sb./sth. verb —, assigner qqn./qqch. à qqn./qqch. v, assign sth. to sb. verb —, céder qqch. à qqn. v, assignment agreement n —, international assignment n —, stretch assignment n —, temporary assignment n —, assignment of receivables n —, random assignment n —, special assignment n —, new assignment n —, field assignment n —, group assignment n —, pre-assignment n —, current assignment n —, translation assignment n —, role assignment n —, assignment of personnel n —, assignment of tasks n —, initial assignment n —, priority assignment n —, proposed assignment n —, professional assignment n —, address assignment n —, internal assignment n —, direct assignment n —, product assignment n —, frequency assignment n —, rights assignment n —, core assignment n —, follow-on assignment n —, color assignment ae n —, channel assignment n —, document assignment n —, representation assignment n —, re-assignment n —, operational assignment n —, classic assignment n —, ▸ wikipedia, ▾ external sources (not reviewed).

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