contract assignment laws

Assignment of Contract

Jump to section, 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.

ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.

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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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Assign is the act of transferring rights , property , or other benefits to another party (the assignee ) from the party who holds such benefits under contract (the assignor). This concept is used in both  contract  and property law . 

Contract Law  

Under contract law, when one party assigns a  contract , the assignment represents both: (1) an assignment of rights; and (2) a delegation of  duties . 

• For example, if A contracts with B to teach B guitar for $50, A can assign this contract to C. 
• Here, A has both: (1) assigned A’s rights under the contract to the $50; and (2) delegated A’s  duty  to teach guitar, to C. 
• In this example, A is both the “assignor” and the “delegee” who delegates  the duties to another (C), C is known as the “ obligor ” who must perform the  obligations  to the  assignee , and B is the assignee who is owed duties and is liable to the obligor.

Assigning of Rights/Duties Under Contract Law

There are a few notable rules regarding assignments under contract law. 

First, if an individual has not yet secured the contract to perform duties to another, they cannot assign their future right to an assignee. 

• That is, if A has not yet contracted with B to teach B guitar, A cannot assign their rights to C. 

Second, rights cannot be assigned when they  materially change the obligor’s duty and rights. 

Third, the obligor can sue the assignee directly if the assignee does not pay them. 

• Following the previous example, this means that C ( obligor ) can sue B ( assignee ) if C teaches guitar to B, but B does not pay C $50 in return.

Delegation of Duties

If the promised performance requires a rare genius or skill, then the delegee cannot delegate it to the obligor. It can only be delegated if the promised  performance  is more commonplace. Further, an obligee can sue if the  assignee  does not perform.  However, the delegee is  secondarily liable  unless there has been an  express   release  of the delegee. 

• Meaning if B does want C to teach guitar but C refuses to, then B can sue C. If C still refuses to perform, then B can compel A to fulfill the duties under secondary liability.

Lastly, a related concept is  novation , which is when a new obligor substitutes and releases an old obligor.  If novation occurs, then the original obligor’s duties are wiped out. Novation requires an original obligee’s  consent . 

Property Law

Under  property law , assignment typically arises in landlord-tenant situations.

• For example, A might be renting from landlord B but wants another party (C) to take over the property. 
• In this scenario, A might choose between  assigning  and  subleasing  the property to C. 
• If  assigning , A would give C the entire balance of the term , with no reversion to anyone; whereas if  subleasing , A would give C the property for a limited period of the remaining term.
• Under assignment, C would have  privity  of  estate  with the landlord while under a sublease, C would not. 

[Last updated in June of 2022 by the Wex Definitions Team ]

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Contract Assignments

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  What is a Contract Assignment?

In a contract assignment, one of the two parties to a contract may transfer their right to the other’s performance to a third party. This is known as “contract assignment.” Generally, all rights under a contract may be assigned. A provision in the contract that states the contract may not be assigned usually refers to the delegation of the assignor’s (person who assigns) duties under that contract, not their rights under the contract. 

In modern law, the phrase “assignment of contract” usually means assignment of both rights and duties under a contract.

Who are the Various Parties Involved in a Contract Assignment?

How is a contract assignment created, when is a contract assignment prohibited, which parties are liable to each other in a contract assignment, are there issues with multiple assignments, should i hire a lawyer for contract assignments.

In a contract, there are two parties to the agreement, X and Y. The parties may agree to let X assign X’s rights to a third party . Once the third party enters the picture, each party has a special name. For instance, suppose X, a seller of bookmarks, contracts with Y, a purchaser of bookmarks. Y desires to have Y’s right to X’s performance (the sale of bookmarks on a monthly basis) to another person. 

This third person, Z, is called the assignee. X is called the obligor , and Y is called the assignor , since Y has assigned its right to X’s performance . X, the obligor, is obligated to continue to perform its duties under the agreement.

There are no “magic words” needed to create an assignment. The law simply requires that the would-be assignor have an intent to immediately and completely transfer their rights in the agreement. In addition, writing is typically not required to create an assignment. As long as X and Y both adequately understand what right is being assigned, an assignment is created. 

Words that indicate a transfer is to take place suffice, such as “I intend to transfer my rights under this agreement,” or, “I intend to give my rights to Z,” or “I intend to confer an assignment on Z.” In addition,consideration,which is a bargained-for exchange required for a contract to be valid, is not required for assignment.

In certain instances, an assignment of contract rights can be prohibited. If the contract contains a clause prohibiting assignment of “the contract,” without specifying more, the law construes this language as barring only delegation of the assignor’s duties, not their rights. If the assignment language states “assignment of contractual rights are prohibited,” the obligor may sue for damages if the assignor attempts to assign the agreement. If the contract language states that attempts to assign “will be void,” the parties can bar assignment.of rights.

Under modern contract law, the phrase “I assign the contract” is usually interpreted to mean that one is assigning rights and duties. What is an assignment of duties? An assignment of duties occurs where Y, called the obligor or delegator, promises to perform for X, the obligee. Y then delegates their duty to perform to Z, the delegate. Under the law, most duties can be delegated. 

There are exceptions to this rule. Delegation can be prohibited when:

• The duties to be performed involve personal judgment and special skill (e.g., a portrait, creation of a custom-made dress). 
• “Personal judgment” is the exercise of some kind of superior judgment when it comes to determining how, when, or where to do something. Examples of individuals who exercise personal judgment include talent scouts and financial advisors.  Special skill is the unique ability to create a good or perform a service. A delegator can be prohibited from delegating duties when it is that specific delegator’s services are sought. For example, if the services of a specific famous chef are sought, and the original agreement was entered into on the understanding that the chef was hired for their specific talent, the delegator may not delegate the services;
• The assignment fundamentally changes risks or responsibilities under the agreement;
• The assignment is over future rights associated with a future contract that does not currently exist;
• Delegation would increase the obligation of the obligee. For example, if a shoe manufacturer contracts to deliver soles to a store in the same town as the shoe factory, the other party cannot assign the delivery to a different store in another state. Doing so would impose a greater obligation on the obligee than was originally contemplated;
• The obligee had placed special trust in the delegator. For example, assume that you have hired a patent attorney, based on that attorney’s significant skill and expertise, to obtain a valuable patent. You have placed special trust in this person, hiring them instead of other patent attorneys, because of their unique expertise. In such a situation, the attorney may not delegate his duties to another attorney (delegate), since the attorney was hired because of one person’s special capabilities;
• The delegation is of a promise to repay a debt; or
• The contract itself restricts or prohibits delegation. If the contract states, “any attempt to delegate duties under this contract is void,” a delegation will not be permitted.

In a contract involving assignment of rights, the assignee may sue the obligor. This is because the assignee, once the assignee has been assigned rights, is entitled to performance under the contract. If the obligor had a defense that existed in the original contract between obligor and assignor, the obligor may assert that defense against the assignee. Examples of such defenses include the original contract was not valid because of lack of consideration, or because there was never a valid offer or acceptance).

An assignee may also sue an assignor. Generally, if an assignment is made for consideration,it is irrevocable. Assignments not made for consideration, but under which an obligor has already performed, are also irrevocable. If an assignor attempts to revoke an irrevocable assignment,the assignee may sue for “wrongful revocation.” 

In circumstances involving delegation of duties,an obligee must accept performance from the delegate of all duties that may be delegated. The delegator remains liable on the agreement. Therefore, the obligee may sue the delegator for nonperformance by the delegate. The obligee may sue the delegate for nonperformance, but can only require the delegate to perform if there has been an assumption by the delegate. An assumption by the delegate is a promise that the delegate will perform the delegated duty, which promise is supported by consideration. 

Assignments that are not supported by consideration are revocable. If an initial assignment is revocable, a subsequent assignment can revoke it. If a first assignment is irrevocable, because consideration was present,the first assignment will usually prevail over a subsequent assignment. This means the person who can claim the assignment was first made to them will prevail over someone who claims a subsequent assignment. 

If, however, the second person paid value for the assignment, and entered into the assignment without knowing of the first assignment, the “subsequent”assignee is entitled to proceeds the first judgment against the obligor (the original party who still must perform), in the event such a judgment is issued,

If you have an issue with assignment of rights or duties under a contract, you should contact a contract lawyer  for advice. An experienced business lawyer near you can review the facts of your case, advise you of your rights, and represent you in court proceedings.

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6.4: Assignment, Delegation, and Commonly Used Contracts Clauses

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Learning Objectives

• Learn about assignment and delegation.
• Examine novation.
• Explore restrictions on assignment, exculpatory clauses, noncompete clauses, mandatory arbitration clauses, acceleration clauses, and liquidated damages clauses.
• Explore the parol evidence rule.

What if you formed a contract with a rock ’n’ roll band for its services? Specifically, you wanted the band to play at your nightclub, because you thought that your customers would enjoy the band enough to pay to see it perform. You hired this specific band because you heard that it drew large crowds of paying customers. Imagine your surprise when, as you anticipate the band’s performance, you discover that another band—one you have never heard of—has come to play instead of the original contracting band. On inquiry, you learn that the original band transferred its duties to perform to a lesser-known band. Can it do that?

Contract elements—the terms of the contract—are important. They may, among other things, foreclose your ability to bring a complaint in court, they may render you unable to be hired in your profession (at least within certain boundaries), or they may limit liability to a party that had a role in causing injury to you. If you are not aware of these elements, then you may face an unpleasant surprise if you act in a way contrary to the restrictions imposed by those terms. Likewise, contracts possess certain qualities that prohibit parties from acting in certain ways, unless those qualities are expressly waived. This section identifies common properties of contracts, as well as commonly used elements of contracts. If you are negotiating a contract and you do not like a term, then you should not agree to it. In law, there is a presumption that you have read, understood, and agreed to each and every term of any contract to which you are a party. Arguing that you did not understand or that you did not approve of a particular term in the contract will not be a valid excuse to performance. You should know what you can expect when you enter into a contract. Are you getting the band that you wanted to hire to play in your nightclub, or are you really getting any band that the original band happens to transfer its duties to?

As a preliminary matter, it is important to realize that contracts are, by law, assignable and delegable. This means that the rights conveyed by the contract may be transferred to another party by assignment, unless an express restriction on assignment exists within the contract, or unless an assignment would violate public policy. Likewise, the duties imposed on a party may be transferred to another party by delegation, unless the contract expressly restricts delegation, or there is a substantial interest in personal performance by the original party to the contract, or if delegation would violate public policy. In the case of a band hired to perform at a nightclub, an argument could be made that the original band cannot delegate its duties under the contract because there was a substantial interest in personal performance by the original band. This would render the contract nondelegable. To be on the safe side, your contract with that band should have had a clause expressly prohibiting delegation.

Many students have seen restrictions on assignment in the form of no-sublease clauses in leases with landlords. Do you have a no-sublease clause in your lease? If so, that is a restriction on assignment. This clause is necessary to prevent you from assigning your rights under the lease—your rights to inhabit the premises—to another party. It is necessary for the landlord to include that provision expressly if she wishes to prevent you from subleasing the unit, because there is a presumption in law that assignment is permitted unless it is expressly prohibited by the contract or unless the assignment would violate public policy. Since it is unlikely that letting someone else live in your housing unit in your absence would violate public policy, then the landlord must expressly prohibit the assignment within the original contract if she wishes to prevent tenants from subleasing. A landlord may have a very good reason to wish to prevent subleasing; she may wish to ensure that each tenant is creditworthy prior to allowing the tenant to live in the property.

Note that in delegation and in assignment, the original contracting party is not “off the hook” if it transfers its duties or rights to another party. For instance, if subleasing was not prohibited, and the new tenant assumed the rights and duties imposed by the original contract, the original party to the contract is still liable for the payment of rent. If the subleasing tenant does not pay the rent, the original party to the lease is still liable. The way to excuse oneself from this liability is to form a three-way novation with the original party and the new party, thereby excusing the exiting party from future liability arising under the contract. A novation is essentially a new contract that transfers all rights and duties to the new party to the contract and releases the previous party from any further obligation arising from the original contract.

Restrictions on assignment or delegation are not the only common elements that can be found in contracts. For example, you have probably encountered exculpatory clauses. An exculpatory clause is an express limitation on potential or actual liability arising under the subject matter of the contract. In short, exculpatory clauses are often employed when risk of injury exists. They seek to limit one party’s liability to another. You most certainly have signed exculpatory agreements or contracts containing exculpatory clauses if you have participated in any potentially dangerous activity at a club or with an organized group that could incur liability from injuries suffered by its patrons or members. For example, if you join a kayaking club, you will most likely be asked to sign such an agreement to “hold harmless” the club in the event of any accident or injury. However, despite the existence of an exculpatory clause, liability will not be limited (that is, the liability limitations will be unenforceable) when the party who would benefit from the limitation on liability acted with gross negligence, committed an intentional tort, or possessed greatly unequal bargaining power, or if the limitation on liability violates public policy. Imagine that you signed an agreement to engage in kayaking activities with a kayaking group, but the leader of the group battered you with her oar because she was angry with you for mishandling your kayak. Since battery is an intentional tort, the exculpatory clause will not protect the kayaking organization from liability it incurred through the actions of its employee.

Another common contract element that you may have encountered is a noncompete clause. A noncompete clause attempts to restrict competition for a specified period of time, within a certain geographic region, and for specified activities. Noncomplete clauses are generally valid against the party who signed it if the time, place, and scope are reasonable. These are very common clauses in employment contracts, particularly where the duties involved in employment are likely to involve trade secrets or other proprietary information that the company wishes to protect.

A mandatory arbitration clause is very common in consumer contracts and employment contracts. You have certainly subjected yourself to the restrictions imposed by these clauses if you have signed a contract for a credit card. Mandatory arbitration clauses require parties to a contract that contains such a clause to submit to mandatory arbitration in the event of a dispute arising under the contract. Mandatory arbitration clauses frequently foreclose any possibility of appealing arbitration awards in court.

An acceleration clause commonly exists in contracts where periodic payments are contemplated by the agreement. For example, if you signed a lease for your housing unit, then you most likely pay rent on a month-to-month basis. If you breached your lease, you would still owe rent for each subsequent month contemplated by the lease agreement. This means that your landlord would have new injury every month that you did not pay. An acceleration clause accelerates all payments due under the contract on breach. This allows the injured party—in this case, the landlord—to sue for all damages due for unpaid rent under that contract at once, rather than having to bring a new suit each month to seek monthly unpaid rent.

A liquidated damages clause allows parties to set the amount of damages in the event of breach. Agreeing to a damage amount before any breach occurs can save money and time spent litigating. Providing that the liquidated damages clause does not look like a penalty, the clause will be valid and enforced by a court that hears a dispute arising under the contract. For example, imagine that you entered into a contract for the sale of your car. If the liquidated damages clause provided for two thousand dollars of damages in the event of breach, that will probably be a valid liquidated damages clause, providing that your car is an “average” car. However, if the liquidated damages clause provided for one million dollars of damages payable by the breaching party, then that would not be enforceable by the court because it looks like a penalty. The proposed liquidated damages far exceed the value of the car that is the subject of the agreement.

Of course, there are additional common elements to contracts. This is not an exhaustive study of possible provisions, though it is a list of commonly encountered elements. For example, time of performance is often included as a separate provision. However, time for performance is an essential element in common-law contract formation, and without it, the contract may fail due to lack of definite and certain terms in formation.

A major assumption made about a written contract is that it is integrated, which means that it contains the entire expression of the parties’ agreement. That means that any statements made before the parties signed the contract are not part of the contract, unless those statements are memorialized in the contract itself. In fact, any statements or actions that are not captured within the four corners of the contract are considered parol evidence, and they will not be used to interpret the meaning of the contract.

Key Takeaways

Parties to contracts must not only take care to form the agreement so that it is legally enforceable, but they must also be aware of the properties of contracts in general, as well as specific provisions contained within contracts to which they are a party. Properties of contracts include ability to assign, delegate, and exclude parol evidence. Several types of contracts clauses are commonly used to restrict rights and limit liability.

Exercise \(\PageIndex{1}\)

• Think of an example of an exculpatory clause that you have signed. For what type of activity would you be unwilling to sign an exculpatory clause? If your refusal to sign the exculpatory clause or agreement prevented you from participating in that activity, would you still refuse to sign it?
• Do you think that too many limitations and restrictions can be placed on parties in a contract? Should there be more government regulation and standardization of contract terms between private parties? Why or why not?

Contracts: assignment

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• General Contract and Boilerplate
• Substantive Law
• 1 Scope of this note
• 2 What is an assignment?
• 3 Effect of assignment
• 4 When is assignment used?
• 5 Types of assignment
• 6 Assignment formalities
• Personal contracts
• Assignments prohibited by public policy
• Construing non-assignment provisions
• Requirements for consent
• Circumventing restrictions on assignment
• Legal restrictions on non-assignment provisions
• "Conditional benefit" exception discredited for assigning contractual obligations
• Creating a legal assignment
• When are legal assignments used?
• Who must consent?
• Must a legal assignment be in writing?
• Who must sign the assignment?
• Is consideration required?
• Notice of assignment
• Notice must be in writing
• Must the notice take any particular form?
• Does the notice need to state the date of the assignment?
• When should notice be given?
• Who can give notice?
• To whom can notice be given?
• Can notice be given in advance of assignment?
• Can the other contracting party demand sight of the assignment agreement?
• Which methods of giving notice are valid?
• Effect of non-assignment provision on a notice of assignment
• What happens if notice of assignment is not given to the other contracting party?
• Creating an equitable assignment
• When are equitable assignments used?
• Must an equitable assignment be in writing?
• Is notice of assignment required?
• Subject to equities
• Recovery of loss by assignee
• 14 Assignment of a third party right
• Conditional fee agreements
• Construction agreements
• Consumer contracts
• Security arrangements
• General reading
• Assignment of other choses in action
• 17 Drafting assignment provisions
• 18 Section 136 of the Law of Property Act 1925

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Understanding Assignability of Contract

Many real estate contracts allow buyers to “assign” their rights and obligations under the contract, and sellers can suddenly find themselves working with Joe rather than Sally. What’s a Realtor to do? Ask the right questions – and don’t give legal advice.

ORLANDO, Fla. – Florida Realtors® Legal Hotline fields many calls from members, and some topics come in waves. Currently, one of those waves is made up of Realtors® perplexed by contract paragraphs about assignability. Most callers want to know how it should be completed and whether it applies to their current transaction.

Since Realtors rather than actual buyers or sellers complete form contracts, it’s important to understand the legal concept of assignment, as well as the agent’s role when a customer has an assignable contract.

In the Florida Realtors/Florida Bar contracts (FR/Bar), assignability of contract is addressed in paragraph 7. For the purposes of this article, the examples are based on the FR/Bar residential contracts – but always refer to the contract used in your transaction since it varies.

In paragraph 7, the parties check one box to indicate if the buyer is able to assign the contract (or not), and whether the buyer would be released from liability if the buyer is allowed to assign it (or not).

First, the concept of assigning a contract: If an assignment of contract occurs, it means that one party to an existing contract (the “assignor”) has handed off the contract’s obligations and benefits to another party (the “assignee”). In the context of the FR/Bar contracts, the assignor is the buyer in the contract and the assignee is a non-party, i.e. another buyer not currently part of the contract.

The next step is addressing the release of liability. The assignor may want the assignee to step in and assume all of the contractual obligations and rights, releasing the original buyer from further liability under the contract. This means that if a buyer assigns the contract, that buyer essentially walks away from the transaction, with the assignee taking on all further obligations currently within the contract. It also means that the seller’s recourse, should the assignee fail to comply with the contract, is solely against the assignee and not the initial buyer.

In applying these concepts to language in the FR/Bar contract, a buyer’s agent should ask the buyer if they have any intention of assigning their interests in the contract to another party. If yes, does the buyer want to remain potentially liable under the contract should the assignee fail to perform?

If a seller’s agent receives an offer that is assignable, they should ask the seller if they’re willing to allow the buyer to assign the contract to a third party. If yes, is the seller okay with allowing the initial buyer to just walk away, or do they want to hold the initial buyer to the contract terms as far as liability is concerned?

Please note: These are all questions your customers should answer. A Realtor shouldn’t give legal advice, explain the concept of assignability, or describe potential outcomes or issues that could arise with an assignable contract. If your questions cause customers to ask even more questions about assignability, you should advise customers to seek legal advice from their attorney.

Lastly, understand that this article covers the contract portion of assignability. Assuming the parties agree the contract is assignable, a buyer who later wants to assign the contract still needs to sign a separate legal document assigning their rights/interests in the contract over to the assignee, aka “the new buyer.”

The initial buyer/assignor may need their attorney to assist with drafting this document, which covers their agreement. In other words, paragraph 7 only covers whether the seller and initial buyer agree to the initial buyer being able to assign the contract. A separate assignment document would cover the assignor and assignee’s agreement.

Meredith Caruso is Associate General Counsel for Florida Realtors

© 2024 Florida Realtors

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Contract Assignment: New York

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Contract Law in Practice

Neil andrews.

This book is a detailed examination of the general doctrines of English law of contract. Cases are analysed precisely, providing quick access to the major authoritative passages in the leading judgments. The coverage is comprehensive. It focuses on English law, but it also provides analysis of assistance throughout the Common Law family of legal systems. It provides up-to-date examination of case law developments. There are nearly fifty ‘evaluation’ sections which provide comment on controversial or unclear topics. Six major principles are identified: Freedom of Contract; Objectivity; the Contractual Bond Principle; Estoppel; Good Faith and Fair Dealing; the Compensation Principle.

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Ambiguous Phrase in a Patent Assignment Precludes Summary Judgment Regarding Standing

Before Dyk, Mayer, and Taranto. Appeal from the Central District of California.

Summary: Applying California law, the phrase “entirely on my own time” in an employment agreement was found ambiguous and therefore precluded summary judgment of no standing to sue for patent infringement.

Core Optical Technologies, LLC sued Nokia Corporation and others (collectively “Nokia”) for patent infringement. Named inventor Dr. Mark Core had assigned the asserted patent to Core Optical in 2011. Nokia moved for summary judgment that Core Optical lacked standing. Nokia argued that the 2011 assignment was ineffective because Dr. Core had already assigned the patent rights to a third party called TRW Inc. through a 1990 employment-associated agreement. This 1990 agreement automatically assigned to TRW inventions that Dr. Core developed during his employment, but excepted inventions that were developed “entirely on [Dr. Core’s] own time.” Neither party disputed whether Dr. Core conceived of and reduced to practice the invention claimed in the ’211 patent in the course of his PhD research beginning in 1993. During that PhD program, Dr. Core continued to work both as a salaried part-time TRW employee and as a PhD fellow sponsored by TRW. TRW paid Dr. Core’s tuition and fees and provided Dr. Core with wages, a monthly stipend, and full employee benefits. The district court determined that the time Dr. Core spent on his PhD research was not entirely Dr. Core’s “own time.” It granted summary judgment that Core Optical lacked standing. Core Optical appealed.

The Federal Circuit vacated the district court’s judgment. Applying California law, it found that the phrase “entirely on my own time” was ambiguous and could not be conclusively interpreted without further factual development. The Federal Circuit noted conflicting evidence regarding Dr. Core’s use of TRW resources and the extent to which his PhD work, which led to the patent, was conducted independently of his employment. The Federal Circuit remanded for further proceedings to resolve these ambiguities.

Judge Mayer dissented. He opined that the district court correctly granted Nokia’s motion for summary judgment after determining that, as a matter of California law, Dr. Core did not develop the patented invention “entirely on [his] own time.”

Editor: Sean Murray

Core Optical Technologies, LLC v. Nokia Corporation

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International assignments: Key issues to consider

What legal issues do you need to consider when it comes to sending employees overseas?

The number of employees working abroad is increasing. As it becomes more common, some assume this will lead to greater standardisation, with template assignment letters the norm.

However, the legal, tax, pension and other variables involved in international assignments require a more bespoke approach, leaving little room for standard documentation. We outline some key issues to address below.

What is an assignment?

Also referred to as a secondment or transfer, an assignment might be internal (to a different role abroad with the same employer) or to an external employer. A key characteristic of an international assignment is that an employee from one legal entity and country ('home' country) temporarily performs services in another country ('host' country).

Potential assignment structures

There are a number of different ways in which assignments can be structured and documented. Which approach is appropriate will depend on a range of issues including employment law, tax, pension, social security and regulatory implications as well as the expectations of employees. Five frequently used assignment structures are:

• the employee continues to be employed solely by the home employer;
• the contract with the home employer is suspended and the employee enters into a local employment contract with the host employer for the assignment;
• the contract with the home employer is terminated with a promise of re-employment at the end of the assignment. In the meantime, the employee enters into a local employment contract with the host employer;
• the contract with the home employer is suspended and the employee enters into a contract with an international assignment company (IAC) within the employer group; or
• the contract with the home employer is suspended and the employee enters into a contract with both an IAC and the host country employer.

Which is best?

When deciding on the best structure for the circumstances, some questions to consider are:

• Do the host country’s laws require employment by a local entity, ruling out sole employment by the home employer?
• Where there is no contract of employment in place with the host employer, could local laws presume that the host is the de facto employer?
• If the home contract is “suspended”, is the home employer prepared to accept the legal uncertainty, in employment law terms, that this status brings?
• In a dual contract structure, who will bear the greatest risk of being liable for employment claims – host, home (or the IAC)?
• Will the employee accept the termination of his/her home contract?
• What is the impact on pension and benefit schemes, social security and tax?

Are there key terms in the home contract that require special consideration and protection, for example, restrictive covenants and confidentiality?

Which national law applies, when and to what? Which courts would have jurisdiction in the event of a dispute?

Who pays for, and manages, the employee during the assignment and will the employee return to the home country?

Looking forward

It is inevitable that documenting assignments will become a smoother process as employers become more familiar with the issues involved. However, the range of significant personal, legal and financial implications will mean that a degree of tailoring will always be necessary, in order to avoid negative repercussions.

Gareth Wadley is principal associate at Eversheds

Further reading

Paying your way: International tax and benefits

How HR can improve LGBT+ employees' access to international assignments

Companies expect to increase international assignments

How territorial jurisdiction works

Hot topic: Key issues for the new government

Rise of 'global nomads' causes problems for employee benefits strategy, Mercer study shows

Three-quarters of Europeans would consider international roles

Commuter assignments less disruptive than long-term assignments, says KPMG expert

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International Consultant- Legal expert for the African Union Convention on Ending Violence Against Women and Girls in Africa

Advertised on behalf of.

Remote with an option of being in person when it’s required, ETHIOPIA

Type of Contract :

Individual Contract

Starting Date :

10-Jun-2024

Application Deadline :

05-Jun-24 (Midnight New York, USA)

Post Level :

International 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.

The AU High Level Presidential Initiative on Positive Masculinity in Leadership to End Violence Against  Women  and  Girls  in  Africa  was  established  in  2020 with  a  view  to  mobilize  political commitment and action at the highest level of the AU leadership and decision-making to prevent and end VAWG in Africa. It is comprised of the AU Chairpersons (current, former and incoming); AU  Gender  Champions;  African  Women  Leaders  Network  (AWLN)  and  the  AU  Commission  - Cabinet  of  the  AUC  Chairperson;  Office  of the Special  Envoy  on  Women,  Peace  and  Security (Convener and Facilitator) and the Women, Gender and Youth Directorate (Secretariat). The Initiative is operationalized through two platforms. Notably, the Presidential Working Group (PWG) on Positive Masculinity convened and facilitated, on behalf of the AUC Chairperson, H.E. Moussa Faki Mahamat, by the Special Envoy on Women, Peace and Security (SP-WPS), H.E. Madam Bineta Diop as well as the Partners Platform (PP), made up of representatives of relevant United Nations Agencies and International Development Partners (IDPs). Both enjoy the secretarial support from the  Women,  Gender  and  Youth  Directorate  (WGYD)  and  the  Office  of  the  Special  Envoy  on Women, Peace and Security (OSE-WPS).

On 25 November, 2021, the first AU Men’s Conference on Positive Masculinity in Leadership to End Violence Against Women and Girls was convened online and in-person in Kinshasa, DRC, under the leadership of H.E. Felix Antoine Tshisekedi Tshilombo, President of the Democratic Republic of Congo (DRC) and the AU 2021 Chairperson. It was held in collaboration with H.E. Cyril Ramaphosa President of the Republic of South Africa and the AU 2020 Chairperson; H.E. Macky Sall, President of the Republic of Senegal; H.E. Nana Dokua Akufo-Addo, President of the Republic of Ghana and the AU Leader on Gender and Development Issues in Africa; and H.E. Moussa Faki Mahamat, the AUC Chairperson. The Conference was also hosted in partnership with the African Women Leaders Network (AWLN) under the leadership of its Patron, H.E. Ellen Johnson Sirleaf, former President of the Republic of Liberia. Attended by AU Heads of States of the Congo Republic, DRC, Ethiopia,

Ghana, Kenya, Rwanda, Senegal, South Africa, Tanzania and Togo, the Inaugural AU Men’s Conference adopted the Kinshasa Declaration and Call for Action, which among other actions, enjoins  AU  Heads  of  State  to   “adopt  and  implement  an  African  Union  Convention  on  Ending Violence Against Women and Girls that will serve as a legal framework to end violence against women and girls in Africa”.   The Kinshasa Declaration and Call to Action was subsequently adopted as an AU Assembly Decision (Assembly/ AU/Dec.819. XXXV) of the 35th Ordinary Session of the Assembly of the Union of Heads of State and Government in February 2022. The same decision institutionalized the Office of the Special Envoy on Women, Peace and Security. The Assembly also appointed H.E. President Felix Tshisekedi as the first AU Champion on Positive Masculinity (Assembly/AU/Dec.837. XXXV).

The Second Men's Conference on Positive Masculinity in Leadership to End Violence Against Women and Girls was held from 10 to 11 November, 2022 in Dakar, Senegal under the leadership of H.E. Macky Sall, President of the Republic of Senegal and 2022 AU Chairperson. The Conference was organized in collaboration with H.E. Cyril Ramaphosa, President of the Republic of South Africa and AU Chairperson in 2020, H.E. Ellen Johnson Sirleaf, former President of the Republic of Liberia and the Patron of the African Women Leaders Network (AWLN) with H.E. Moussa Faki Mahamat, the Chairperson of the AU Commission (AUC), facilitated by H.E. Bineta Diop, AU Special Envoy for Women, Peace and Security. The outcome of the 2nd Men’s Conference, the Dakar Call to Action, seeks to accelerate implementation of the Kinshasa Declaration on Positive Masculinity, which was adopted during the Inaugural Men’s Conference. The 2022 Dakar Call to Action was subsequently adopted as an Executive Council decision (EX.CL/Dec.1190 (XLII)) and commits AU Member States to “ engage  our  peers and Heads of State and Government of the African Union  to facilitate, negotiate and adopt, within one year, the African Union Convention on Ending Violence Against Women and Girls.

Drawing from the outcomes of the two conferences, the African Union (AU) Heads of State and Government  during  their  36th  Assembly  held  from  18  to  19  February 2023  in  Addis  Ababa, Ethiopia, adopted a decision (Assembly/AU/Dec.865(XXXVI) to negotiate the African Union Convention on Ending Violence Against Women and Girls. This historic decision is one of the critical commitments under the Dakar Call to Action on Positive Masculinity in Leadership to End Violence Against Women and Girls in Africa.

The 3rd  AU Men’s Conference was held from 27 to 28 November 2023 in Pretoria, South Africa under the joint leadership of H.E. President Azali Assoumani of the Union of the Comoros, and 2023 AU Chairperson as well as H.E. President Cyril Ramaphosa of the Republic of South Africa, who was AU Chairperson in 2020. As in previous conferences, the 3rd  Men’s Conference was convened in collaboration with the African Women Leaders Network (AWLN) under its Patron, H.E. Ellen Johnson Sirleaf, former President of Liberia and the AU Circle of Champions on Positive Masculinity. It  was facilitated by H.E. Bineta Diop, AUC Special Envoy  on  Women, Peace and Security and the secretarial support of the Women, Gender and Youth Directorate (WGYD) under the leadership of H.E Moussa Faki Mahamat, AUC Chairperson. The 3rd Men’s Conference adopted its outcome document, i.e. the Moroni and Pretoria Road to the AU Convention on Ending Violence Against Women and Girls”. This was subsequently adopted as an Assembly decision (Assembly/AU/DEC.882 (XXXVII)) during the 37th  Summit of AU Heads of State in February, 2024 and commits to “xpedite the negotiations of the AU Convention on EVAWG in preparation for its consideration for adoption by the AU Summit in February 2025.

In addition and in furtherance of the above commitments, the Assembly of the AU Heads of State during their 37th Summit in February, 2024 held a Presidential Debate on Positive Masculinity, where  the  outcomes  of  the  3rd   Men’s  Conference  were  presented.  The  debate  led  by  H.E. President Cyril Ramaphosa, H.E. President Azali Assoumani and H.E. Ellen Johnson Sirleaf, with the support of the AU Circle of Champions on Positive Masculinity, reaffirmed support towards the process of  negotiating and adopting as well as  ratifying the  AU CEVAWG.  In this  regard, the Assembly adopted a decision (Assembly/AU/DEC.881 (XXXVII)) on the “report of the 3rd AU Men’s Conference on Positive Masculinity in Leadership to End Violence Against Women and Girls, which among others, commits the Heads of States to “ support and conclude the negotiations and submit the draft Convention for adoption by this Assembly in February 2025.

In light of the above, the Presidential Initiative on Positive Masculinity seeks to engage a Legal Expert to lead the drafting of the AU CEVAWG. Working with the Reference Group of Legal and Gender Experts, the Expert will initiate the drafting and subsequent revisions, editing and finalization of the draft Convention and prepare it for handing over to the Member States experts for negotiations.

Duties and Responsibilities

The Legal Expert will be seconded to the High-Level Presidential Initiative on Positive Masculinity to End VAWG, under the facilitation of the Special Envoy (SE) on Women, Peace and Security (WPS). With direct supervision by the SE and working in close collaboration with WGYD and in consultation with the Reference Group of Legal and Gender Experts, the Legal Expert will:

• Prepare a comprehensive draft of the AU Convention on Ending Violence Against Women and Girls, which is relevant to the African context that aligns with continental and international human rights standards.
• Lead the initiation, drafting and subsequent revisions, editing and finalization of the draft AU CEVAWG, ensuring clear and simple language to facilitate easy and unambiguous interpretation in accordance to AU guidelines of drafting international statues.
• Guided by the findings of the 2023 research on the EVAWG convention, outcomes of the multi-stakeholder consultations and the 3rd Men’s Conference as well as the Position Paper on Positive Masculinity and any other relevant regional and international instruments on EVAWG and women’s human rights, define the scope of the AU CEVAWG.
• Outline key thematic areas to be covered under the CEVAWG including defining different forms of violations, i.e. physical, economic, social, cultural, psychological, etc. as well as protection and accountability mechanisms.
• Consult with the Office of the Legal Counsel, the AU Commission on International Law,
• relevant Specialized Technical Committees (STCs) and any other relevant structures of the AU to ensure compliance with AU procedures and requirements for development of international statutes.
• Incorporate comments and inputs received from relevant stakeholders to ensure that the CEVAWG is Africa-led, Africa-owned and reflects the aspirations of the Africa people.
• Organize and manage all meetings of the Reference Group, preparing reports and other documents, including draft and final versions of the CEVAWG and coordinating regular communication.
• Prepare briefing notes, presentations and all relevant documents for consideration by AU Policy Organs including, among others STC- GEWE Bureau; STC GEWE; STC Legal and Justice Affairs, etc
•  Lead the implementation of all activities as outlined in the CEVAWG Roadmap, up to the adoption of the Convention by the next AU Summit in February 2025.
• Prepare  a  roadmap  to  take  the  CEVAWG  forward  after  Assembly  adoption  beyond February, 2025
• Perform other relevant duties as required.

Competencies

Core Values:

• Respect for Diversity
• 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

• Advanced university degree in the field of Law, International Relations.
• More  than  10  years’  experience  in  the  legal  field  with  specialization  in  legal  drafting, interpretation of statues, policy analysis and development.
• Demonstrated knowledge of international and regional human rights system, women’s rights
• and gender equality
• Strong  knowledge  and  technical  expertise  on  Ending  Violence  Against  Women  and  Girls,
• Positive Masculinity, Women’s Human Rights and related fields. e.   Knowledge of the development context in the African continent.
• Strong analytical, communication and problem-solving skills as well as experience in working in a multicultural environment.
• Strong coordination skills with ability manage different interest groups and stakeholders.
• Experience in a similar assignment is desirable.
• Proficiency in English is required.
• Knowledge of French or other African Union working language(s) would be an added advantage

General election latest: Diane Abbott releases statement after Keir Starmer says she's 'free' to stand as Labour candidate

Labour leader Sir Keir Starmer issues an update on the future of Diane Abbott after days of pressure and questions.

Friday 31 May 2024 22:07, UK

• General Election 2024

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Election news

• What you need to know from today
• Starmer says Abbott 'free' to stand as Labour candidate
• Lib Dems announce plans for universal free school meals for primary school kids
• Be in the audience for our general election leaders event
• Live reporting by Tim Baker and (earlier)  Ben Bloch

Expert analysis

• Tamara Cohen: This looks like a victory for Abbott
• Beth Rigby: Starmer made an unforced error
• Matthew Thompson: Lib Dems won't mind policy row - as long as we talk about it
• Paul Kelso: How do Labour and Tory energy pledges measure up?  

Election essentials

• Trackers: Who's leading polls? | Is PM keeping promises?
• Campaign Heritage: Memorable moments from elections gone by
• Follow Sky's politics podcasts: Electoral Dysfunction | Politics At Jack And Sam's
• Read more: What happens next? | Who is standing down? | Key seats to watch | How to register to vote | What counts as voter ID? | Check if your constituency is changing | Your essential guide to election lingo | Sky's election night plans

It's just gone 10pm - here's where we are as another day wraps up.

The main story is - what Labour will hope - is the end of the row over Diane Abbott's potential selection as a candidate.

Sir Keir Starmer confirmed she would be able to compete for her Hackney North and Stoke Newington seat if she so desires.

Elsewhere, Rishi Sunak faced more criticism from former members of his own party.

All the parties have been on the campaign trail as we remain more than a month out from the election.

Let us get you up to speed on everything you may have missed so far today…

• Sir Keir Starmer  announced Diane Abbott is allowed to stand as a Labour candidate if she wants to;
• Ms Abbott says the " narrative does look positive " - but nothing is finalised yet;
• Our political editor Beth Rigby says Sir Keir needs to be more ruthless with his decision-making;
• Faiza Shaheen, one of the shunned Labour candidates, hinted she may run as an independent ;
• A former Labour adviser said the party had " lied through their teeth ";
• Elsewhere, the Labour leader defended his use of a private jet to get from Wales to Scotland;
• Sir Keir also insisted he was " not turning off the taps " on oil and gas as part of his energy plan;
• The Conservatives claimed Sir Keir's response to the Abbott row showed he was a "weak leader" ;
• But a minister denied Rishi Sunak  was pushed around in the same way by Suella Braverman and Lee Anderson;
• The PM  trashed Labour's energy plan , saying "you don't deliver energy security with a logo";
• David Cameron backed the US's proposed ceasefire deal in the Middle East;
• Elsewhere, Julian Knight, a former Conservative politician, said he will stand as an independent;
• He also criticised Mr Sunak as a "disastrous campaigner";
• A Conservative candidate also spoke about having 'excrement' put through their letterbox .
• Elsewhere, the  Liberal Democrats pledged to introduce free school meals for all children;
• Sky correspondent Matthew Thompson says it doesn't matter to the Lib Dems if the sums don't work - they just want people talking about them;
• Business correspondent Paul Kelso looked at the energy policies from the two main parties;
• And Sky News heard why it is "wrong"  for politicians to prioritise older voters while putting teenagers in national service.

Here are a couple of other stories that may interest you:

Our essential political podcast,  Politics At Jack And Sam's , is going out every week day through the election campaign to bring a short burst of everything you need to know about the day ahead as this election unfolds.

Click here to listen to this morning's episode - and tap here to follow Politics At Jack At Sam's wherever you get your podcasts .

Stick with us for all the latest throughout the evening.

Away from Diane Abbott, there have been rows over the Labour candidates for other seats.

One of these was Faiza Shaheen, who was set to run against the Conservative Sir Iain Duncan Smith in Chingford and Woodford Green.

In 2019, Ms Shaheen only just lost out to Sir Iain by fewer than 2,000 votes.

But she was told this week that Labour would not be endorsing her as their candidate.

Ms Shaheen has since accused the party of racism, Islamophobia and bullying.

Speaking at a rally today, Ms Shaheen hinted she could run as an independent in the seat.

She told a crowd: "I don't know what else to say apart from to say I'm going to make some decisions for the team over the next few days, and I may ask you to do something really big for all of us - and we may have to come together and take that fight on together.

"Because I can't do it on my own."

The full list of candidates for Chingford and Woodford Green is:

• Chris Brody, Green Party;
• Josh Hadley, Liberal Democrats;
• Yousaff Khan, Workers Party of Britain;
• Paul Luggeri, Reform UK;
• Shama Tatler, Labour;
• Iain Duncan Smith, Conservative Party.

By Paul Kelso , business correspondent

Launching his plans for Great British Energy, a state-owned clean power company, Sir Keir Starmer promised the new entity would reduce bills, create jobs and deliver increased energy security.

Specifically, Labour's press release for an idea first announced in October 2022 said: "Great British Energy will cut energy bills for good, as families face the threat of £900 annual energy price spikes under Tories."

That claim is based on analysis of fluctuations in the energy price cap set by Ofgem and the prospect of soaring energy prices, triggered by global events - specifically, the Russian invasion of Ukraine - being repeated.

Labour's analysis of the price cap calculates that in the two years since April 2022, consumers have paid around £1,880 - or around £900 a year - more than they would if prices had remained at pre-war levels. The government also spent £94bn on the energy price guarantee, further capping bills at £2,500 per household.

While the £900 figure is correct, and energy bills remain well above the long-term average, the likelihood of further spikes depends on your reading of world events.

Where Labour and the Conservatives agree is that the way to increase energy security and cut bills is to accelerate the transition to renewable and low carbon sources of power. Where they differ is how fast that should happen.

Read Paul's full analysis here: 

What are the rules on voter ID?  How does tactical voting work? In what different ways can you cast your ballot?

The countdown to the election is on - and already the amount of information can seem overwhelming. 

We cut through the noise to bring you what you need to know, from registering to vote, to election day and what happens next.

Read on here...

In the wake of the Joe Biden's proposal on a deal between Israel and Hamas, Foreign Secretary David Cameron has endorsed what was put forward.

Posting on social media, Lord Cameron said: "With a new hostage agreement on the table, Hamas must accept this deal so we can see a stop in the fighting, the hostages released and returned to their families and a flood of humanitarian aid into Gaza.

"As we've long argued a stop in the fighting can be turned into a permanent peace if we are all prepared to take the right steps. Let's seize this moment and bring this conflict to an end."

Ali turns back to our panel to talk about Labour's green energy plan ( read more here ).

Andrew Fisher, who worked for Jeremy Corbyn, says Labour's rhetoric about getting to net zero by 2030 is "massively ambitious" - but GB Energy is "a little bit underpowered".

He notes that Labour scaled back its £28bn green investment plans to about £6bn - but want to hit the same goals.

This is "not credible", Mr Fisher claims.

He also highlights that it is not clear what GB Energy will be - whether it's an energy company or investment vehicle or something else.

Claire Pearsall, a former Conservative adviser, highlights the difficulty in getting new onshore wind farms or solar farms due to planning restrictions.

She adds that Labour needs to be more clear about what will happen with energy bills while they work on GB Energy - and whether they will go up before going down.

Tobias Ellwood, the Conservative candidate and former Defence Committee chair, is speaking to Ali about this evening's news conference from the White House ( read more here ) in which Joe Biden laid out a proposed deal between Hamas and Israel.

He says the announcement from the US president is "very welcome indeed" - highlighting Washington's analysis that Hamas is no longer capable of carrying out an attack like 7 October.

The deal has come together thanks to the work of the US secretary of state, as well as people like Tony Blair and Foreign Secretary Lord David Cameron behind the scenes, Mr Ellwood says.

The Tory candidate says what was revealed today is "the most viable plan I've seen put on the table that has the potential to move forward".

Asked if he believes Benjamin Netanyahu has been sidelined, Mr Ellwood says the Israeli prime minister is "very much involved", but that his future is "a big question".

Ali Fortescue turns to our panel to discuss today's events - notably Diane Abbott being allowed to stand as a Labour MP.

Andrew Fisher, who worked for Jeremy Corbyn when he was Labour leader, launches a stinging attack on the current leadership.

He says Ms Abbott has been treated "horrifically".

Mr Fisher notes how the row has buried the policies Labour was trying to announce in the first week of the election campaign.

He says Labour has "lied through their teeth and been exposed".

Ali notes that Labour would deny the accusation they have lied.

Claire Pearsall, a former Conservative adviser, says the issue has "of course" been good for the Tory party, as it takes the spotlight off the government.

It also backs up Rishi Sunak's attack line of saying Sir Keir cannot make a decision.

On 12 June, Sky News will host an election leaders' event in Grimsby - a key marginal seat and one of our Target Towns this election year.

Labour leader Sir Keir Starmer and the Conservative leader Rishi Sunak have been invited to attend, and we are looking for a live audience to join us on the night.

If you would like to be part of this studio audience, and be given the opportunity to ask a question to one of the party leaders, please complete the short questionnaire in this link .

Business minister Kevin Hollinrake is speaking to Ali about Sir Keir Starmer allowing Diane Abbott to stand as a Labour candidate ( read more here ).

Mr Hollinrake says it shows Sir Keir is being "pushed around" by Angela Rayner, his deputy - echoing a Conservative line we've heard from Rishi Sunak this afternoon.

The Tory candidate adds that being prime minister "is probably one of the most high-pressure jobs in this country, and probably one of the most high-pressure in the world".

He asks "how will [Starmer] cope when he is on the world stage with all the pressure that brings?".

Ali puts it to him that the goings on between Ms Rayner and Sir Keir are similar to Mr Sunak being pushed around by Lee Anderson and Suella Braverman on various policies.

Mr Hollinrake says Mr Sunak "did what he thought was right on those occasions".

Improvement in footfall

On the economy, Mr Hollinrake is asked if people actually do feel better off.

He replies that, while campaigning, he's been talking to small businesses that say their footfall and income have increased.

This, the minister claims, shows "people are feeling happier", in conjunction with the government's pre-election tax cuts.

On the UK's record-high tax burden, Mr Hollinrake blames the money that had to be spent on COVID and the cost of living crisis - and claims the UK has lower tax rates than the US and Germany.

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