The Assignment Clause in an Agreement of Sale: No Party May Assign This Agreement, or Can They?

Posted on June 11th, 2013

No Party May Assign this Agreement. This sentence appears to the untrained eye to be a simple and clear prohibition of an assignment in an agreement of sale. But, like in any legal document, nothing that appears to be simple and clear is simple or clear. Parties with this very clause in their agreement of sale have been permitted to assign all or a portion of their rights or duties thereunder due to a variety of reasons determined by various courts. If an assignment is prohibited in a purchase and sale agreement, can a party assign anyway? Does seller’s consent always have to be reasonable? This article answers those questions and discusses at length varying prohibitive assignment language that appears in a purchase and sale agreement, how such language has been interpreted by courts, and drafting tips for buyers and sellers on what language to use to best meet their needs in the transaction.  To read more about this article by Melanie Scroble, Esq., please click here.

Note: This article was reprinted from the May 2013 issue of ALM Commercial Leasing Law and Strategy, with permission from ALM Law Journal.