News & Analysis as of

Consent to Assignment

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

Bradley Arant Boult Cummings LLP

Prime Contractor Beware, No. 1: Watch Out for Owner/Lender Consent and Assignment Agreements

After months of working with a new developer client (and providing hours of unreimbursed value engineering) and hard negotiations over the cost plus GMP contract (fighting over indemnity/escalation/savings/liquidated damage...more

Womble Bond Dickinson

The Supreme Court of South Carolina Adopts the Post-Loss Exception

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In PCS Nitrogen, Inc. v. Cont'l Cas. Co., 436 S.C. 254, 871 S.E.2d 590 (2022), the Supreme Court of South Carolina formally adopted the “post-loss exception” - a common law rule providing that insurer consent is not required...more

White and Williams LLP

SC Supreme Court Adopts “Post-Loss” Exception to Enforcement of Consent-to-Assignment Clauses in Liability Policies

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On April 13, 2022, the South Carolina Supreme Court held that an insured’s assignment of its rights under a liability policy, without the insurer’s consent, is valid once “loss” has taken place, even if the insured’s...more

BCLP

Briefcase Quarterly Update - Key Real Estate Cases and Updates - March 2022

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Gabb v. Farrokhzad - Landlord's Unreasonable Refusal to Consent to an Assignment of a Lease - ..Mr Gabb owned a flat in Kensington and had a difficult relationship with his landlord, Mr Farrokzhad. Following some...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

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

Gray Reed

Texas Court Evaluates Consent to Assign an Oil and Gas Lease

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In Mayo Found. For Med. Educ. & Research v. BP Am. Prod. Co. a United States District Court considered the circumstances under which a lessor can withhold its consent to assign an oil and gas lease....more

Gray Reed

Industry Custom Does Not Supersede Contract Language

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In Barrow-Shaver Resources Company v. Carrizo Oil & Gas, Inc the Supreme Court of Texas has held again, here in a consent-to-assign dispute, that a contract means what the words say, even if in negotiations a landman said...more

Butler Weihmuller Katz Craig LLP

Full Consent to Assignments

Because there can be more than one individual or entity that holds an interest in property, a property insurance policy is generally drafted in such a way to identify and protect all the individuals or entities who have an...more

Farella Braun + Martel LLP

Selling Your Winery? 7 Issues to Consider Before Putting Your Winery on the Market

Having decided to sell your winery, you have hired a broker or adviser to help you market the property, circulated marketing materials to prospective buyers, and invited those buyers to submit an expression of interest....more

Lewitt Hackman

FRANCHISEE 101: Squeezed at the Pump

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Most dealership and franchise agreements require the franchisor's prior written consent to the transfer of a business from one franchisee to another. The new franchisee is often required to sign the franchisor's then-current...more

Hogan Lovells

Waiving not an option in offer-back case

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Offer-back clauses in leases are sometimes used to give the landlord greater control over the identity of the tenant at a property. However, the mechanism of operating an offer-back clause can be problematic as demonstrated...more

FordHarrison

Eighth Circuit Finds Non-Competition Agreements Assignable to Successor Employer in Asset Purchase Without Employees' Consent

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The United States Court of Appeals for the Eighth Circuit recently held that a successor employer, who was assigned non-competition agreements as part of an asset purchase, could seek to enforce the non-competition agreements...more

Snell & Wilmer

Landlords Must Not be Arbitrary When Denying a Tenant’s Request To Sublease or Assign

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So, you’re a landlord who’s entered into a 30-year lease, the lease has rent escalation clauses which are dramatically out of step with the market, and it’s your view that you are therefore losing money every month. The...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Insights Conversations: Employment Factors to Consider in Carve-Out Transactions"

Carve-out transactions can quickly become complicated by employment considerations — who stays, who goes and what practices govern the transitions. At the April 18, 2016, "Skadden Cross-Border M&A Conference 2016:...more

Tucker Arensberg, P.C.

Getting Full Value out of Noncompete Agreements

Increasingly, companies are having employees sign noncompete and nonsolicitation agreements in order to protect the company, and its customer base, should the employee leave the company. These agreements are clearly...more

Bennett Jones LLP

Are CCAA Proceedings a Panacea for Assignment or Novation Without Consent?

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A purported assignment of a contract without consent and an alleged novation were ineffective, the BC Court of Appeal recently held in Barafield Realty Ltd. v. Just Energy (B.C.) Limited Partnership, 2015 BCCA 421 [Barafield]...more

K&L Gates LLP

Better Late Than Never: The California Supreme Court Reverses Itself, Holding That Corporate Policyholders May Assign Insurance...

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Asset purchase and sale transactions are a preferred structure for many corporate deals. For a variety of reasons, it may be prudent for businesses or product lines to be transferred through these transactions, and an asset...more

Haight Brown & Bonesteel LLP

California Appellate Court Reaffirms Protection Against Stipulated Judgments

In 21st Century Ins. v. Superior Court (No. E062244; filed 9/10/15), a California appeals court confirmed that a defending insurer is not bound by a stipulated judgment entered without its consent, and the fact that the...more

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