A contract assignment ensues when a party assigns or transfers its contractual rights to an outside third party. The benefit they would have received from a contract is “assigned” to the other party. The party assigning their rights is called the “assignor,” while the party receiving the rights is the assignee. The party responsible for performing the contract duties is called the “obligor.” This party doesn’t change in an assignment.
Thus, an assignment contract refers to a second contract created by the assignor and the assignee regarding the transfer of the obligor’s performance. This contract is occasionally made in addition to the original one between the assignor and the obligor. The contract should include important information such as the name of the parties, the rights to be assigned, and various other clauses.
When Is an Assignment Contract Needed?
In most circumstances, an oral agreement will suffice for an assignment contract.
Nevertheless, it is customary to create a written assignment contract in instances where:
- There is a great deal of valuable property or services involved
- There are many complex or technical terms regarding the contractual rights and duties
- The transfer has to do with real property or land
- The parties have no prior history of dealing with one another
Also, the obligor usually doesn’t need to be notified if there will be an assignment of contract rights. On the other hand, the obligor does need to inform the other party if they will be delegating their contractual duties to another party who will perform them.
What If an Assignment Contract Is Violated?
If an assignment contract is violated, the assignee (the party receiving the transferred benefits or rights) can sometimes sue the obligor for unsatisfactory performance or breach of contract. However, breaches under these circumstances can be possible, and a determination of liability can depend on several factors (such as the degree of involvement by the assignor and other facts).
Hence, it can also help to create a clause in an assignment contract that outlines the liabilities and responsibilities of all the parties involved. This can help prevent confusion in the future.
What is a Breach of Contract?
A breach of contract may occur when a party to a valid contract has failed to fulfill their side of the agreement.
For instance, the terms of a contract guide the parties in what they must do and how they should do it to maintain their promise. If a party does not do what the contract instructs them to do, then the non-breaching party will be allowed to take legal action and file a lawsuit against them in court.
A breach of contract can appear as either a partial or a complete breach. A court will also assess whether the breach was substantial or only a minor one. This will help the court determine what damages the breaching party should have to pay.
What are the Ways You Can Breach a Contract?
There are three primary ways for which a party can be held liable for breach of contract.
This includes when:
- There is an anticipatory breach: This breach occurs when the breaching party tells the non-breaching party they will not be fulfilling the terms of their contract. Once the other party is notified, they can sue for breach of contract.
- A party has committed a minor breach: A minor breach of contract happens when a party fails to perform a small contract detail. The entire agreement has not been violated and can still be substantially performed in this circumstance.
- If there is a material or fundamental breach: When the breach is so substantial, it essentially cancels the contract because it renders performance by either party impossible.
Some other modes that a contract can be breached include when the contract is fraudulent, if the contract was formed illegally or is unconscionable, and when there is a mistake of fact present in the contract terms.
The parties may also include conditions distinctive to their particular contract, which will specify when a party’s actions can be considered a breach.
Additionally, state laws and the type of contract (e.g., lease agreement, sales contract, government contract, etc.) may suggest other ways to breach a contract.
What Should You Do If the Contract Has Been Breached?
If a party has knowingly breached the contract, they need to take the necessary steps immediately to fix the breach. The party should strive to fix their mistake before the other party becomes cognizant of the breach or at least before they can file a lawsuit against them.
The first thing that a breaching party should do is to re-read the agreement and find the section that concerns what the parties can do in the event of a breach. For instance, a clause in the contract may state that the agreement is terminated and there is no way for the parties to fix it now.
Alternatively, the contract may say that a party has a specific time frame in which they can resolve the matter before the non-breaching party is permitted to file a lawsuit.
Next, if the party uncovers that they cannot completely fix the breach, they should speak with the non-breaching party to show good faith. This can help the breaching party appear more favorably in front of the court if the case turns into a lawsuit. Also, the parties may be able to find a way to resolve the breach independently without the intervention of a court.
Lastly, the breaching party should look for another way to fulfill the agreement’s requirements. This will show the court that the parties attempted to cooperate and solve the problem before they resorted to legal action. Taking these steps can sometimes help the court resolve the parties’ issues faster.
When a person is a non-breaching party to a contract, they will have the privilege to file a lawsuit against the breaching party.
The non-breaching party should also re-read the contract. While reading, they should be on the lookout for clauses that express what to do in the event of a breach, whether there is a liquidated damages clause contained in the contract, and if the breaching party has a specific amount of time in which they can try to fix the breach.
It would be in the non-breaching party’s best interest to allow the breaching party to resolve their error. Suppose they find that they cannot fix the issue but are willing to compromise in a way that fulfills the non-breaching party’s needs. In that case, it is beneficial for both parties to come to an agreeable solution and not involve any legal action.
On the other hand, the non-breaching party is not obligated to say yes to a remedy that does not completely resolve the breach or does not sufficiently compensate them for the damages they suffered from the breach. If this is the case, the non-breaching party should consider filing a lawsuit to compensate for any damages they suffered.
Finally, once all other options have been exhausted, the non-breaching party should file a lawsuit with the court. Before filing, they should collect any relevant documents that will prove the other party breached the terms of the contract and should have a copy of the contract on hand for the court.
Do I Need a Lawyer for Help with an Assignment Contract?
Assignment contracts (or assignment of contract rights) can sometimes involve detailed legal concepts and theories. You may need to hire a contract lawyer if you need help with an assignment.
Your attorney can provide you with advice and guidance on any contract matters and can help you draft documents as needed. Also, your lawyer will be able to represent you in court if you need to file a claim for damages.