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Assignments › Contract Terms

An assignment is the transfer of a right or benefit from one party to another party. Assignments can occur in contract or real estate contexts.  A contract assignment refers to a situation where one party to... more +
An assignment is the transfer of a right or benefit from one party to another party. Assignments can occur in contract or real estate contexts.  A contract assignment refers to a situation where one party to a contract transfers his/her rights or benefits under the contract to a third party. In a real estate assignment, an interest holder transfers his/her interest in a particular parcel to another party. less -
Womble Bond Dickinson

Federal Circuit Reversal in Assignment Clause Case Highlights Importance of Contract Language in Intellectual Property Ownership

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In a split opinion issued Tuesday, and based on language in an assignment clause of a contract, the Federal Circuit overturned a district court's summary judgment that Core Optical lacked standing to sue Nokia, Cisco, and...more

Miller Canfield

Michigan Court of Appeals Enforces Arbitration Provision in Auto Lease

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In a rare published decision, the Michigan Court of Appeals enforced a provision in an auto lease that allowed either party to demand arbitration, even though the dealer had assigned the lease to a finance company and no...more

Gray Reed

Is a Merger a “Transfer of Leases”?

Gray Reed on

In Texas, no. Read on to learn why. In Nortex Minerals LP v. Blackbeard Operating LLC et al, the question was the meaning of this limited assignment provision in the “Alliance Leases”, oil and gas leases covering 27,000 acres...more

Goodwin

Delaware ABCs (Assignments for the Benefit of Creditors): No Longer as Easy as 1-2-3

Goodwin on

Companies forced to wind down operations and liquidate their assets often choose a liquidation process known as an ABC (Assignment for the Benefit of Creditors). An ABC is usually more streamlined, requires fewer public...more

Miller Canfield

Asset Sale or Share Sale? Key Considerations About the Legal and Employment Implications

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When it comes to selling a business, there are two primary methods: an asset sale and a share sale. Both have their own advantages and disadvantages, and it is important to understand the key legal differences between the...more

Venable LLP

Drafting Considerations for Transferring Your Technology Contract

Venable LLP on

An assignment or transfer (right) clause in a technology contract can be crucial. The clause must be drafted accurately while also ensuring that any allowances or restrictions on assignment or transfer apply....more

Lathrop GPM

Minnesota Federal Court Holds Assignment of Franchise Does Not Constitute a Sale Under the Minnesota Franchise Act

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A federal court in Minnesota has dismissed a claim under the Minnesota Franchise Act (MFA), holding that a franchisor’s consent to the assignment of a franchise does not constitute a sale or an offer to sell under the Act....more

Bailey & Glasser, LLP

Selling Your Amazon Business? Not So Fast!

Bailey & Glasser, LLP on

The 1970s rock band The Eagles had a verse in their hit Hotel California: “You can check-out anytime you’d like, but you can never leave.” While Amazon sellers do not face quite the same predicament envisioned by the...more

BCLP

How long does a landlord have to respond to a request for consent to assign?

BCLP on

I am the owner of a luxury three-storey leasehold apartment. My lease has 150 years to run. I want to sell by assigning the lease, but I need my landlord’s consent (not to be unreasonably withheld) to assign lawfully my...more

Stark & Stark

What to do When Your Franchisee Files for Bankruptcy

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With the economic downturn caused by COVID-19, many expected a tidal wave of commercial bankruptcy filings. After an initial spike of retail bankruptcy cases at the outset of the pandemic, the onslaught of bankruptcy has not...more

Butler Snow LLP

Disagreement of the minds? Texas Supreme Court hears arguments on implied revocation contracts doctrine.

Butler Snow LLP on

“Meeting of the minds” is a phrase that every lawyer remembers spoken in the voice of their 1L contracts professor. Amid the explanation of offer, acceptance, and the ever-perplexing concept of consideration, the objective...more

Jaburg Wilk

The Assignability of Contracts

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There are many situations, both in real estate transactions and in non-real estate transactions, when a party to a contract wishes to transfer, or assign, its contractual rights to somebody else. Assignments are commonplace...more

Jaburg Wilk

What Happens to the Other Tenants when the Anchor Tenant Leaves the Mall?

Jaburg Wilk on

When a commercial tenant leases space in a shopping center or mall, a primary consideration for the tenant is the expected benefit to their business of the foot traffic from the customers that will be attracted to the other...more

Lowenstein Sandler LLP

Sears (MOAC v. Transform): Landlord May Rest (Adequately) Assured of ‘Similar’ Financial Condition and Operating Performance, But...

Lowenstein Sandler LLP on

A recent decision from the United States District Court for the Southern District of New York (the District Court) in the bankruptcy cases of Sears Holdings Corp. may loom large in a day and age when shopping mall operators...more

Gray Reed

Surrounding Circumstances Don’t Always Inform Deed Construction

Gray Reed on

Here we continue our discussion of the Texas Supreme Court’s opinion in Piranha Partners et al. v. Joe B. Neuhoff et al. determining that an assignment of an overriding royalty in minerals unambiguously conveyed the override...more

Dechert LLP

Sears, Mall of America and a New Look at Shopping Center Lease Protections

Dechert LLP on

In general, a trustee or debtor in possession may assign a lease if it cures any monetary defaults and provides adequate assurance of future performance by the proposed assignee. If the lease is for space in a shopping...more

Farrell Fritz, P.C.

Permitted Transferees: What a Commercial Tenant Needs to Know When Negotiating the Assignment Clause

Farrell Fritz, P.C. on

What is the Assignment Clause and When is it Triggered? Every commercial lease contains an assignment provision that lays out the landlord’s and the tenant’s rights and obligations in the event that the tenant seeks to...more

BCLP

“Right-Sizing” Hong Kong Commercial Leases: Key Issues to Consider in the Context of Business Disruption & COVID-19

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Business disruption seems to have become the new norm in Hong Kong in the last 12 months or so. The first quarter of 2019 was dominated by news of a regional slowdown caused by the US/China Trade War. The second half of the...more

Nossaman LLP

Commercial Tenants Can Assign Right to Just Compensation

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In an eminent domain proceeding, tenants of property subject to condemnation have constitutional rights to just compensation. However, those rights can be assigned to the landlord through a lease agreement. A recent...more

Pillsbury - Policyholder Pulse blog

Insurer Pushing Settlement Off the Rails? A Covenant Not to Execute May Put Things Back on Track

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As coverage counsel, we see the situation arise time and again: facing down substantial potential liability in a pending lawsuit, a policyholder engages in good-faith settlement discussions with the plaintiff. After animated...more

Hudson Cook, LLP

Don't Assume What a Court Will Assume About Your Contract

Hudson Cook, LLP on

It's often difficult to predict how a court will interpret text, whether the text is part of a statute, a regulation, or a contract. Sure, courts have tools to aid their interpretations, but how a court will apply those tools...more

Bracewell LLP

Texas Supreme Court Expands Upon the Rights of Oil and Gas Producers to Deduct Post-Production Costs in Burlington Resources Oil &...

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To the relief of oil and gas producers, the Texas Supreme Court ruled on March 1, 2019, in Burlington Resources Oil & Gas Company, L.P. v. Texas Crude Energy, LLC (No. 17-0266), that post-production costs were rightfully...more

Bennett Jones LLP

ABQB Clarifies Test for Lifting the Stay to Replace an Insolvent Operator

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The Alberta Court of Queen's Bench has issued several conflicting decisions on whether a stay of proceedings in an insolvency matter should be temporarily lifted to allow enforcement of a contractual right to immediately...more

Whitman Legal Solutions, LLC

Swapping Violin Bridges and Contract Parties

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What are Successors and Assigns Clauses? - Similar to swapping out violin bridges, assignment and successor clauses in contracts describe under what circumstances parties may be substituted in a contract. A typical...more

Dechert LLP

Not Caring about (Profit) Sharing: Third Circuit Invalidates Profit-Sharing Clause on Anti-Assignment Grounds

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Can a profit-sharing provision in a commercial lease survive assumption and assignment by a debtor? Analyzing such a provision, the Third Circuit answered “no,” finding the provision to constitute an unenforceable...more

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