what is the meaning of equitable assignment

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An equitable lien is a legal remedy designed to prevent unjust enrichment. The court places a lien on the property belonging to the wrongdoer or the one who is unjustly enriched in attempt to achieve justice. The remedy is based in equity, and a plaintiff may seek it in a regular trial court or in a court of equity if one is available in the applicable jurisdiction. A plaintiff cannot file this type of lien using an administrative process. The plaintiff must win a court order allowing the lien in the property of the defendant , and the plaintiff will gain a security interest if the court rules in favor of the plaintiff.

To persuade a judge in a court of law to place an equitable lien on the defendant’s property, the plaintiff often has to prove that there was wrongdoing that resulted in harm. For example, if the defendant embezzles money from the plaintiff to buy property, then the plaintiff can seek an equitable lien in that property. The plaintiff also may have the choice of an alternative remedy to a lien called the constructive trust. When a court imposes a constructive trust, it gives complete title of the property to a plaintiff because it was obtained by fraud or in bad faith. It’s often a better remedy for the plaintiff, especially if the property will increase in value.

Buyers of real estate with an equitable lien are subject to it if they were given notice or had prior knowledge of it. If the recipient of real estate that has an equitable lien gives no compensation or value for the property, then the buyer is also subject to the lien. A bona fide purchaser is often not subject to the lien under any circumstances. To qualify as a bona fide purchaser, the buyer has to show that he or she purchased the property for value and was unaware of the facts related to the lien and had no reason to be aware of them. Plaintiffs who obtain an equitable lien should put the public on notice by recording it with the local agency in charge of keeping public records.

There is a way to remove an equitable lien, but it’s up to the court that imposed the lien in the first place. The lien does not grant rights to possession of the property, but it may be used as a means to collect payment. The court may permit the defendant to pay the plaintiff money to undo the harm caused and remedy the unjust enrichment. Once paid, the court may release the lien.

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• Practical Law

Equitable assignment

Practical law uk glossary 2-107-6540  (approx. 3 pages).

• The assignor can inform the assignee that he transfers a right or rights to him.
• The assignor can instruct the other party or parties to the agreement to discharge their obligation to the assignee instead of the assignor.
• General Contract and Boilerplate
• Breach of Lease Covenants
• Security and Quasi Security

What is the significance of an equitable assignment in the context of the assignment of future rights under a contract (or a chose in action)?

An assignment is the transfer of a right or an interest vested in one party (assignor) to another party (assignee). The effect of a valid assignment is to entitle the assignee to demand performance of a contractual obligation.

Assignments may be legal or equitable.

A legal assignment is one which meets the requirements set out in section 136(1) of the Law of Property Act 1925 (LPA 1925). It must be:

absolute and unconditional and not purport to be by way of charge only

made in writing and signed by the assignor

expressly notified in writing to the obligor

Equitable assignments may arise in the following circumstances:

where there is an intention to assign, but not all of the formalities of a legal assignment are met under LPA 1925, s 136(1), the assignment may still be valid as an equitable assignment . The formalities for an equitable assignment to be effective are far less stringent

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Related legal acts:

• Law of Property Act 1925 (1925 c 20)

Key definition:

Equitable assignment definition, what does equitable assignment mean.

Assignments can occur in equity when any of the requirements of legal assignment are not satisfied.

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equitable assignment

• A transfer of property or rights, particularly those in which the transferor has a future interest, that may not technically be legal, but would be considered fair and just by a court focusing on justice and fairness
• Despite the lack of a written contract, the judge recognized the equitable assignment of the store's future profits to the plaintiff.
• The attorney argued that even though there was no formal agreement, the bank's actions reflected an equitable assignment of the debts.
• While there was no formal deed of transfer, the court acknowledged the equitable assignment of the property based on the circumstances.
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The Law Dictionary

Your Free Online Legal Dictionary • Featuring Black’s Law Dictionary, 2nd Ed.

EQUITABLE ASSIGNMENT Definition & Legal Meaning

Definition & citations:.

A result that falls short of meeting the requirements of a legal assignment, yet, in the interest of fairness and justice, will be enforced by the courts, and documented as valid.

This article contains general legal information but does not constitute professional legal advice for your particular situation. The Law Dictionary is not a law firm, and this page does not create an attorney-client or legal adviser relationship. If you have specific questions, please consult a qualified attorney licensed in your jurisdiction.

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Statutory Assignment vs Equitable Assignment

This article attempts to provide a brief overview of the differences between statutory assignment and equitable assignment. The actual application of the general rules described here would be subject to the applicable distinct facts and circumstances.

What is Assignment?

An assignment is a transfer of rights or liabilities such as those that arise under an instrument, chose in action 1 , or debt. An assignment can either be a statutory assignment or an equitable assignment.

In Malaysia, an assignment complying with Section 4(3) of the Civil Law Act 1956 was described as a ‘statutory assignment’ and an assignment not complying with Section 4(3) of the Civil Law Act 1956 was a ‘non-statutory assignment’ i.e., an equitable assignment. 2 The conditions of a statutory assignment are as follows: 3

(a) it must be absolute and did not purport to be by way of charge only;

(b) the assignment was in writing under the hand of the assignor; and

(c) express notice in writing thereof had been given to the debtor or trustee.

Meanwhile, an equitable assignment gives the assignee a right enforceable only in equity. The mode or form of assignment is absolutely immaterial provided the intention of the parties is clear. 4

Rules that Govern Assignments

Written notice is an essential part of a statutory assignment. Therefore, it is ineffective unless strictly accurate – accurate, for instance, as regards the date of the assignment and the amount due from the debtor. 5

However, notice is not necessary to perfect an equitable assignment. Even without notice to the debtor the title to the assignee is complete, not only against the assignor personally, but also against the persons who stand in the same position as the assignor, as, for instance, his trustee in bankruptcy, a judgement creditor or a person claiming under a later assignment made without consideration. 6

In regard to the form of notice, as mentioned earlier, a statutory assignment must comply with the form of notice required under Section 4(3) of the Civil Law Act 1956, whilst for an equitable assignment, no particular form is required to constitute a valid equitable assignment.

Additionally, it must be noted that although notice is not required for equitable assignments, an assignee must give notice to the debtor in order to get priority over other assignee(s). In this regard, the Federal Court in Public Finance Bhd v Scotch Leasing Sdn Bhd (In Receivership) (Perwira Habib Bank Malaysia, Intervener) [1996] 2 MLJ 369 explained in detail about the importance of notice:

“ We need to say a few words more about the great desirability of giving notice of assignment of a debt by an assignee to the debtor, even though absence of such notice does not affect the validity of the equitable assignment as between the assignor and the assignee. If notice is not given, the assignee must give credit for any payment made to the assignor by the debtor. This rule means that, by extension, even if the assignor assigns once more the debt to another person in fraud or otherwise on the earlier assignee, and that other person gives notice to the debtor; and if the debtor pays that other person or the second assignee, then the earlier assignee must still give credit to the debtor for his payment thus, for the debtor cannot be blamed for doing lawfully in ignorance of the title of the earlier assignee who has failed to give notice of the assignment to the debtor. Notice to debtor is for the protection of the assignee himself. It is this effect of what the debtor does lawfully as described that dims the view of the true role of the nemo dat rule in the resolution of disputed claims to a same debt. The money paid to the ‘second assignee’ can, of course, be recovered by the earlier assignee on the nemo dat principle. ”

(b) An assignee takes subject to equities

For both statutory assignment and equitable assignment, the assignee takes ‘subject to equities’, that is, subject to all such defences as might have prevailed against the assignor.

The general rule, both at law and in equity, is that no person can acquire title to a chose in action…from one who has himself no title to it. 7 In other words, the assignee can be in a no better position than the assignor was prior to the assignment. 8

(c) Rights incapable of assignment

Some choses in action are not assignable, and not every right which arises under or out of a contract can be assigned. 9 An example of rights incapable of assignment is where the nature of the contract is intended to be personal, therefore, it will be meaningless if it is assigned to another person.

Effect of Assignment

A statutory assignment has the sole intended effect of facilitating an assignee to sue in his own name directly irrespective of whether the chose in action is an equitable chose in action or a legal chose in action. 10

Meanwhile, the effect of an equitable assignment depends on whether the assignment is absolute or not. An absolute assignment of an equitable chose in action entitles the assignee to bring an action in his own name. 11 But a non-absolute assignment of an equitable chose in action does not entitle the assignee to sue in his own name but requires him to join the assignor as a party. 12

• ‘Chose in action’ is a known legal expression used to describe all personal rights of property which can only be claimed or enforced by action, and not by taking physical possession (Associated Tractors Sdn Bhd v Woo Sai Wa [1997] 5 MLJ 441 (High Court)).
• MBF Factors Sdn Bhd v Tay Hing Ju (T/A New General Trading) [2002] 5 MLJ 536 (High Court).
• Williams Brandt Sons & Co v Dunlop Rubber Co [1905] AC 454 (House of Lords).
• Leong, A. P. B. (1998). Cheshire, Fifoot and Furmston’s Law of Contract (2nd ed.). Butterworths Asia, at page 861.
• Guest, A. G. (1984). Anson’s law of contract, at page 400.
• Meagher, R. P., Heydon, J. D., & Leeming, M. J. (2022). Meagher, Gummow and Lehane’s Equity Doctrine and Remedies (4th ed., p. 284). Butterworths LexisNexis.
• Guest, A. G. (1984). Anson’s law of contract, at page 402.
• Lim Chon Jet @ Lim Chon Jat & Ors v Wee Ai Hua & Anor [2022] 6 MLJ 243 (Court of Appeal).

Written by:

Nur Izzatie Azlan & Narina Aireen Hilmy Zaini  ( [email protected] )

Corporate Communications Azmi & Associates 28 November 2023

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Legal and equitable assignments

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Legal Framework of Equitable Assignments in Finance

Financiers and lessors often take an assignment over debts or certain rights under contracts as part of their security package. Depending on how this is done, an assignment can either be characterised as a legal or equitable assignment under English law. Stephenson Harwood’s Dipesh Bharania explains

A key difference between a legal and equitable assignment is the ability of the assignee, be it a financier or lessor, to bring proceedings in its own name against the debtor for payment of the debt owed, or to enforce rights in the contract.

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A legal assignee has this right, but there is a question over whether an equitable assignee has this right or not.

In the case of General Nutrition Investment Company v Holland and Barrett International Ltd and another [2017] EWHC 746 Ch, the High Court held that the beneficiary of an equitable assignment did not have the right to bring proceedings in its own name, and had to do so jointly with the assignor which had assigned rights in the underlying contract.

This raises questions about the equitable assignment, as it appears to contradict other judgments which permit an equitable assignee to take proceedings in its own name. The predecessor company of General Nutrition Investment Company (GNIC) entered into a trade mark licence agreement in March 2003 with Holland and Barrett (H&B) allowing H&B to use certain trademarks in the UK.

After complex internal restructuring, the original contracting party had been dissolved and GNIC was the successor company, which as assignee had been assigned both the rights under the original trademark licence agreement, and the rights to the trademarks themselves. GNIC alleged that H&B was in breach of the licence agreement and served a number of notices of termination on H&B purporting to terminate the agreement.

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The court had to decide whether any of these notices of termination were effective, and whether GNIC had the right to serve such notices, and bring and maintain proceedings against H&B in its own name.

The formalities for a legal assignment are set out in Section 136 of the Law of Property Act 1925, including that the assignment must be:

In writing and executed by the assignor “Absolute” and unconditional, Not be expressed to be “by way of charge”, and Notified in writing to the person against whom the assignor could enforce the assigned rights – usually the other contracting party.

It can often suit the assignor, the assignee and the third party to allow the assignor to deal with the third party, for notice not to be given (certainly initially) and the assignee to remain a silent party. This method is frequently used in financing documents, with notice only being given at a later date (rather than at the time of assignment) when there is a possibility of enforcement on the horizon.

An equitable assignment tends to be created when an assignment does not meet one or more of the requirements for a legal assignment. The main differences between a legal and an equitable assignment are priority (and the established principle that the assignee who serves notice first takes priority over any other assignee (where notice is not given)) and an equitable assignee needing to join the assignor as a party in any legal proceedings it brings against the third-party debtor.

However, two recent cases have lessened the distinction in practice between the two. In the Bexhill case the Court of Appeal recognised that an equitable assignee could take action in its own name without joining in the assignor. In the Ardila case, where notice had been given to the contracting party, the High Court looked at the terms of the notice and decided that what had seemed to be a legal assignment was in fact an equitable assignment because the wording of the notice seemed to retain rights for the assignor. The court used this reasoning to declare it an equitable assignment, despite the notice having been given as required.

Returning to the case in point, after the internal reorganisation and subsequent assignment of the trade mark licence agreement to GNIC, no notices of such assignment were served on H&B by the assignor prior to the purported termination of the agreement or the issue of proceedings. GNIC maintained that as it took the place of its predecessor as the “Licensor”, it became the body entitled to exercise rights of termination under the agreement. H&B’s contention was that, as an equitable assignee, GNIC did not have the right to terminate the agreement or bring proceedings in its own name.

It is widely accepted that, until a notice of assignment is given, and (i) the third party can validly discharge its obligations under the contract to the assignor, and (ii) the third party may raise against the assignee any defence or set-off which he could have raised against the assignor (provided that the matter on which the defence is based arose before notice was received) and the contracting party and assignor can amend the terms of the contract without the assignee’s consent.

The High Court considered that previous case law on this issue was binding as it had not been overruled or materially distinguished in any subsequent cases heard, and held that notice to the contracting third party is necessary to perfect the right of the assignee. Additional weight was given to the fact that a substantive contractual right (in this case, the right to terminate the licence agreement) had been assigned rather than just the assignment of a debt. Consequently, the contractual relationship between the parties was seeking to be amended and therefore the third party was entitled to see that such change was being effected by a party which had the right to do so and whom it knew to have such rights. The Court maintained that H&B cannot be expected to accept a notice of termination from an entity which turns out to be an assignee when it had never been given notice of that assignment.

While the High Court accepted that this decision may be appealed, this has raised a question about equitable assignments and the rights of the equitable assignee under English law. In the meantime, in practice, parties will have to scrutinise what type of right they are seeking, whether in security or as a full legal assignment and opt for the method which provides the clearest outcome possible as the law stands when they take the assignment. Anyone taking an assignment of the benefit of a contract should clearly ensure that notice is served on the other contracting party if it wants to be sure it can act in its own name under that contract against the other contracting party if need be.

Otherwise, there is a risk that an equitable assignee will be unable to enforce substantive contractual rights without having to join in the assignor in proceedings. That said, it may still be commercially preferable to have an equitable assignment for particular financing and leasing structures where it is not thought difficult to join the assignor at a later date if need be. In this case it was not possible, as the assignor had been dissolved. Advice should be sought about the type of assignment to be taken in each transaction pending further clarification from the courts.

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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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What Is Equitable Title?

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  What Is Equitable Title?

Equitable title, often referred to as equitable estate, represents an equitable interest in property or right in a property, which is distinct from legal title. While legal title signifies actual ownership and the right to sell or transfer the property, equitable title implies a right to obtain full ownership in the future or to benefit from the property.

It embodies the idea that while someone else might have legal rights (like the name on a deed), the person with equitable title has the right to use, possess, or benefit from the property in some meaningful way.

What Are Some Common Situations Where Legal and Equitable Title Interact?

What if i have a dispute over title, do i need a lawyer for help with equitable title.

The distinction between equitable title vs legal title is a cornerstone of property law, especially when it comes to transactions and the management of assets. At its core, legal title represents the formal ownership and the right to transfer or sell property. On the other hand, equitable title speaks to the right to use, benefit from, or eventually obtain full ownership of the property. Let’s dive deeper into some common situations where these concepts come into play.

Land Contracts: The Balance of Ownership and Possession

In a land contract, both the buyer and seller enter into an agreement that uniquely divides the aspects of ownership. While the buyer gets possession and the benefits of the property, this doesn’t immediately translate into outright ownership. With equitable title, the buyer is granted rights to use, possess, and benefit from the property. However, the seller retains the legal title, maintaining the authority to transfer or sell the property.

This arrangement continues until the buyer fulfills specific conditions set out in the contract, usually culminating in the full payment of the purchase price. Once all conditions are met, the legal title transfers to the buyer, thereby consolidating both legal and equitable titles in their name.

Trusts are instruments of asset protection and management where properties are held by a trustee for the benefit of another party, the beneficiary. Here, the trustee is the holder of the legal title, meaning they have the duty and authority to manage, maintain, and make decisions concerning the property. This management must always align with the trust’s terms and the best interests of the beneficiary.

Conversely, the beneficiary possesses the equitable title. While they might not have direct control over the property, they are the ones who benefit from it, either through its use, its income, or its eventual transfer upon certain conditions being met.

When a person borrows money to buy a home, they typically enter into a mortgage agreement with a lender . This arrangement sees the homeowner holding the equitable title, giving them the right to use, enjoy, and even make modifications to the property. They effectively live in and use the house as their own.

However, until the mortgage is fully paid off, the legal title is held by the lender or bank. This serves as their security; should the borrower default on their loan, the bank has the right to seize and sell the property to recover their funds. Only once the loan has been satisfied does the homeowner receive the legal title, unifying their complete ownership over the property.

Joint Tenancy and Tenancy in Common

When multiple individuals co-own a property, the distinctions between legal and equitable title can become even more intricate. Two common forms of co-ownership are joint tenancy and tenancy in common.

In a joint tenancy, each co-owner has an undivided, equal interest in the property. If one joint tenant dies, their interest automatically passes to the surviving joint tenants, a concept known as the right of survivorship. From a legal title perspective, all joint tenants collectively hold the title. Equitably, however, each tenant has a claim to the use and benefit of the entire property, even if they’re only one of several co-owners.

On the other hand, tenancy in common allows co-owners to hold different ownership percentages. Unlike joint tenancy, there’s no right of survivorship; when one tenant in common dies, their share doesn’t automatically go to the other co-owners but instead passes to their heirs or as directed by their will. The legal title, again, is held collectively by all the co-owners. Yet, each co-owner’s equitable title corresponds to their specific ownership percentage, determining their share of any rental income or sale proceeds.

Leasehold Estates

Another area where the interplay between legal and equitable title is evident is in the realm of leases. In a leasehold estate, a property owner (the lessor or landlord) grants possession and use of their property to another party (the lessee or tenant) for a specific period.

Here, the landlord retains the legal title to the property, signifying their overarching ownership. However, the tenant gains an equitable interest during the lease term. This means that while the landlord owns the property, the tenant has the right to use and enjoy it (within the lease’s terms) for the duration of the lease. Once the lease ends, the full rights of both legal and equitable title revert entirely to the landlord unless the lease is renewed or another arrangement is made.

An easement is a legal right to use a portion of someone else’s land for a specific purpose, like a driveway or a pathway. The person or entity that benefits from the easement does not own the land they’re using (they don’t have the legal title). However, they have an equitable interest in that they can use it in a particular way.

For instance, a homeowner might grant an easement across their property to a neighbor so the neighbor can access a public road. If so, the homeowner still holds the legal title to the entire property. However, the neighbor has an equitable title regarding their right to traverse that specific portion.

Title disputes can arise from various circumstances, such as unclear boundaries, fraudulent conveyances, errors in deeds, or inheritance issues. If you suspect a discrepancy or find yourself in a disagreement over title:

1. Gather Documentation

Before taking any action, ensure you have all the relevant paperwork in place. This includes:

• Deeds : These are legal documents that signify ownership and can clearly determine who holds the legal title to a property.
• Land Contracts: The property might have been obtained through a land contract. In that case, this document will outline the terms and conditions of the sale, including the rights and responsibilities of both the buyer and seller.
• Previous Records: This can range from past sales documents, agreements, wills, or any paperwork that can shed light on the property’s ownership history.

Having a comprehensive collection of these documents not only strengthens your position but also helps clarify any ambiguities surrounding the title.

2. Title Search

Conducting a title search is akin to tracing the genealogy of a property. It provides a detailed account of the property’s history, highlighting:

• Past owners of the property;
• Any existing liens, encumbrances, or claims on the property;
• Easements or other usage rights associated with the property.

By identifying potential issues or discrepancies, a title search can be instrumental in both fortifying your claim and preempting arguments from the opposing party.

3. Alternative Dispute Resolution (ADR)

Litigation can be lengthy, expensive, and emotionally taxing. Before resorting to the courts, consider the benefits of Alternative Dispute Resolution methods, such as:

• Mediation : Mediation involves a neutral third party, the mediator, who facilitates a dialogue between the disputing parties. The mediator doesn’t impose a solution but helps both sides understand each other’s perspectives and work towards a mutually agreeable resolution.
• Arbitration : More formal than mediation, arbitration involves an arbitrator (or panel of arbitrators) who listens to both parties and then makes a binding decision. It’s like a private court proceeding, often quicker and less formal than traditional litigation.

Both methods prioritize collaboration over confrontation and can be more cost-effective and time-saving than pursuing a legal battle in court.

If you are dealing with issues surrounding equitable title, it’s wise to consult with a property lawyer. They can guide you through the complexities of property law, help interpret contracts and deeds, and represent you in any disputes or litigation.

You may need assistance finding a reliable property lawyer. If so, LegalMatch can connect you with a qualified property lawyer in your area.

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Equitable assignment

Practical law uk glossary 2-107-6540  (approx. 3 pages).

• The assignor can inform the assignee that he transfers a right or rights to him.
• The assignor can instruct the other party or parties to the agreement to discharge their obligation to the assignee instead of the assignor.
• General Contract and Boilerplate

Legal Dictionary

The Law Dictionary for Everyone

Equitable Estoppel

Equitable estoppel is a legal principle that stops someone from taking a legal action that conflicts with his previous claims or behaviors. Essentially, equitable estoppel is a method of preventing someone from going back on his word in a court of law. For example, equitable estoppel would be granted to a defendant if the plaintiff previously gave his permission for the defendant to do something, and then sued the defendant once he did. To explore this concept, consider the following equitable estoppel definition.

Definition of Equitable Estoppel

• A legal principle that prevents someone from taking legal action that conflicts with his previous claims or behaviors.

Origin of Estoppel

1575-1585       Middle French  estoupail

What is Estoppel

Estoppel is a term that is notoriously difficult to define in legal terminology. In its simplest form, “estoppel” translates to mean “stopped” in French, as in someone is being stopped from doing or saying something. Because the term is so vague, it has been attached to numerous areas of law. The late Lord Denning (1899-1999), an English judge who has been described as “the greatest judge of the century,” attempted to explain the difficulty of defining estoppel by saying that:

“[With estoppel], someone is stopped from saying something or other, or doing something or other, or contesting something or other.”

Types of Estoppel

The purpose of estoppel is to hopefully prevent the wasting of court resources by stopping people from abusing the legal system by filing frivolous lawsuits. However, estoppel can also be considered controversial. This is because some see it as a way of preventing people from exercising what would have been considered their legal rights if they were involved in different circumstances.

Anyone who wishes to assert an estoppel case must come to the court with “ clean hands .” This means that the person bringing the suit must not do so unethically or as an act of bad faith . This clean hands doctrine is typically stated as “those who seek equity must do equity.”

What follows are the three main types of estoppel that can be exercised in a court of law. Because estoppel is a broad term that can be defined in many ways, these are arguably the three most important types of estoppel to consider.

Equitable estoppel, simply put, is a way of stopping someone from going back on his word. It is a way of stopping someone from taking legal action that conflicts with his previous claims or behavior, or for testifying to something early on, then changing that testimony later.

Example of equitable estoppel:

Jessica takes her car to the mechanic to have some work done. During the process, the mechanic accidentally slips with one of his tools and puts a small dent in Jessica’s car. He brings Jessica’s attention to the dent and offers to fix it, but she says that it’s only cosmetic and not to worry about it.

Jessica cannot, then, file a lawsuit against the mechanic for damaging her car. If she were to do so, she would be estopped by the courts, since her claim would run counter to her earlier forgiveness of the damages that she had incurred because of the mechanic’s mistake.

Promissory Estoppel

Promissory estoppel deals with contract law . In a case concerning promissory estoppel, one person cannot promise the other party to a contract that part or all of the contract will not be enforced, only to later try to enforce that provision anyway. For instance, if an employer tells an employee that mandatory overtime will not be enforced, despite being part of the employee’s contract, the employer cannot then attempt to enforce it later. The employee is not then obligated to abide by that part of the contract, and promissory estoppel would be granted in his favor.

Collateral Estoppel

Collateral estoppel stops a person from bringing the same issue before the court once a court has ruled on it. For instance, collateral estoppel stops a party from bringing the same lawsuit against the same person, but in a different court, simply because he did not like the decision he was given in the first court. Although double jeopardy applies only to criminal trials, this is a similar concept – that once a matter has been settled by a court, it cannot be brought again.

It is important to note the distinctions between collateral estoppel and appeals. Collateral estoppel does not prevent someone from filing an appeal to have a different court reconsider the issues at hand. Instead, collateral estoppel stops someone from bringing a frivolous lawsuit by “trying to get in through the back door what he couldn’t get in through the front.” In other words, it prevents people from filing the same lawsuit in the hopes of obtaining a different result.

Doctrine of Equitable Estoppel

The doctrine of equitable estoppel prevents one person from taking advantage of another. This occurs when party A has influenced party B to act in a way that resulted in party B being injured, or incurring damages of some sort. The doctrine of equitable estoppel is founded on the principles found in fraud cases. Essentially, the doctrine of equitable estoppel prevents one party from taking a different position at trial than he took previously – especially if the other party would incur harm as a result of the change.

Legal Estoppel

There is also the concept of legal estoppel, which can be divided into two categories: estoppel by deed , and estoppel by record. Insofar as the doctrine of estoppel by deed, those who are parties to the deed for a property are prohibited from denying any of the material facts declared in the deed. Further, parties to a deed are prohibited from asserting a right or title that would be issued against the laws and rules associated with that transaction.

For example:

Betsy transfers the title of a plot of land to her daughter by deed. However, her daughter is unaware of the fact that Betsy does not actually own the land at the time of the transfer. Betsy acquires the title to the property after the transfer.

Technically, this means that Betsy’s daughter does not legally own the property because Betsy did not own the property when she transferred it to her. Betsy did not have the legal right to transfer the property to her daughter at the time of the transfer. However, under the doctrine of estoppel by deed, it is up to the court’s discretion to decide to “fix” this imperfection by finding the daughter to be the rightful owner of the property anyway.

Equitable Estoppel Example Involving Eyeglass Manufacturers

An example of equitable estoppel can be found in the case of Aspex Eyewear Inc. against Clariti Eyewear Inc. In March of 2007, Aspex Eyewear Inc. sued Clariti Eyewear Inc. alleging that Clariti violated Aspex’s patents by selling AirMag, a particular brand of eyeglass frames. Once Aspex became aware of this product, Aspex sent Clariti two letters (one for each patent) asking that they cease and desist selling the product immediately.

Clariti responded to the letters, noting that they had never intended to infringe upon Aspex’s patents. Clariti requested information from Aspex to review and responded back to Aspex that it did not believe Clariti’s products infringed upon Aspex’s patents.

After this incident, Clariti did not hear anything from Aspex for over three years. At this point, Aspex sent Clariti another letter claiming that the AirMag product infringed upon one of the patents referred to three years prior. Clariti refused to stop selling the AirMag brand, and so Aspex filed a civil lawsuit . The district court dismissed one of the infringement claims, but left the other one active – the ‘747 patent.

Clariti then moved to dismiss the remaining infringement suit, arguing that Aspex was barred by equitable estoppel, due to their remaining silent for three years on the subject. The district court granted Clariti’s motion for dismissal .

On appeal, the Court found that Aspex was misleading when convincing Clariti that Aspex did not intend to enforce the ‘747 patent against Clariti. The Court explained that the misleading conduct came in when Aspex was expected to follow up with statements or action, but failed to do so in a situation where they had an obligation to act or speak. In other words, Aspex should have followed up after receiving Clariti’s response letter. Further, the Court found that Clariti relied on Aspex’s misleading conduct to expand its business, doing so after not hearing anything else from Aspex after the initial incident.

This is where equitable estoppel came in. The evidence in the record suggested that, had Aspex filed suit against Clariti like they had originally threatened, then in all likelihood Clariti would have discontinued their AirMag line and went on to other business ventures. This was enough proof for the Court that Clariti relied on Aspex’s silence as permission to go forward, and that Aspex did not have a leg to stand on in that regard.

Expanding further on the equitable estoppel issue, the Court found that because Clariti relied on Aspex’s misleading conduct to build its business, Clariti’s business would suffer a significant economic downturn if it stopped production of the brand. Therefore, the Court ruled that the district court was correct in ruling that Clariti would suffer damages if Aspex were permitted to go forward with its charge of infringement.

The case was then escalated to the United States Court of Appeals for the Federal Circuit. The Court of Appeals affirmed the decisions of the lower courts. Clariti argued that the district court erred in not fully developing the case and finding all of the facts necessary to declare the case exceptional. Here, however, the Court noted that the district court did not hold a full trial on the issues at hand because the summary judgment involving equitable estoppel effectively ended the litigation .

Related Legal Terms and Issues

• Appeal – An application that is made to a higher court requesting a reversal of a lower court’s decision.
• Civil Lawsuit – A lawsuit brought about in court when one person claims to have suffered a loss due to the actions of another person.
• Contract – An agreement between two or more parties in which a promise is made to do or provide something in return for a valuable benefit.
• Double Jeopardy – The Fifth Amendment protection from being tried for the same crime twice, and from being compelled to testify against oneself.

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Definition of assignment

task , duty , job , chore , stint , assignment mean a piece of work to be done.

task implies work imposed by a person in authority or an employer or by circumstance.

duty implies an obligation to perform or responsibility for performance.

job applies to a piece of work voluntarily performed; it may sometimes suggest difficulty or importance.

chore implies a minor routine activity necessary for maintaining a household or farm.

stint implies a carefully allotted or measured quantity of assigned work or service.

assignment implies a definite limited task assigned by one in authority.

Examples of assignment in a Sentence

These examples are programmatically compiled from various online sources to illustrate current usage of the word 'assignment.' Any opinions expressed in the examples do not represent those of Merriam-Webster or its editors. Send us feedback about these examples.

Word History

see assign entry 1

14th century, in the meaning defined at sense 1

Phrases Containing assignment

• self - assignment

Dictionary Entries Near assignment

Cite this entry.

“Assignment.” Merriam-Webster.com Dictionary , Merriam-Webster, https://www.merriam-webster.com/dictionary/assignment. Accessed 26 May. 2024.

Legal Definition

Legal definition of assignment, more from merriam-webster on assignment.

Nglish: Translation of assignment for Spanish Speakers

Britannica English: Translation of assignment for Arabic Speakers

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Classroom Q&A

With larry ferlazzo.

In this EdWeek blog, an experiment in knowledge-gathering, Ferlazzo will address readers’ questions on classroom management, ELL instruction, lesson planning, and other issues facing teachers. Send your questions to [email protected]. Read more from this blog.

Equity? Equality? How Educators Can Tell the Difference

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Today’s post is the latest in a series on the difference between equity and equality .

‘Every Student Doesn’t Need the Same Thing’

Karen Baptiste, Ed.D., a senior consultant at McREL International, is a former special education teacher, instructional coach, and director who now works with K–12 schools across the United States to support improved teaching and learning. She is a co-author of The New Classroom Instruction That Works :

It’s common for educators to believe and teach that everyone should be treated fairly and equally. Having been a special education teacher, and being a person of color, I understand the impact on a child’s life when we treat everyone equally.

Equality, in general terms, is the belief that everyone should get the same treatment, the same resources, and the same starting point. That would be OK if our society did not rank race, gender, (dis)ability, religion, etc. Unfortunately, people of color have dealt with racism and oppression for hundreds of years, and they have not had equal treatment, fairness, nor the same starting point. When teachers say they want equality, what they are saying is that they want all of their students to be treated the same and, therefore, do not see or acknowledge the differences among their students.

When an educator says they believe in equality over equity, they overlook their students’ unique characteristics, abilities, and traits that make them who they are and alleviate themselves from the responsibility of having to address their students’ needs. Most people want to avoid discomfort, especially when the topic of race is surfaced. There is fear of getting it wrong or being accused of being a racist, so it’s easier to say “I treat all of my students the same.”

Equity acknowledges and addresses the unique needs of each student, and it is what we need to work toward. Because of my dark skin, and because of my gender, and because of the texture of my hair, and because of the language I speak, I am born into a world where I am too often dismissed and seen as inferior, not just in school but at work, when buying a home, shopping at the grocery store, traveling, and engaging in any part of living life. There is no part of our lives that has gone untouched by racism and/or discrimination. People of color are still fighting today to be seen and heard as an equal, valued member in the world. Until that happens, we can’t talk about equality.

Equity says I see you.

Equity says I want to understand you.

Equity says I accept your Black and brown skin.

Equity says there is nothing wrong with you or your existence in the world.

Equity says I recognize your learning needs and I am willing to learn the best ways to teach you and provide you with the resources that you need to be successful so that you can feel equal in this space.

Every student doesn’t need the same thing. Equality pushes for everyone to get the same thing, while equity is about giving every student what they need to be successful. Let’s set aside the topic of race momentarily and think about the grave outcomes if we treat students with special needs equal to their peers without special needs. What if the expectation during physical education class is to run two laps in a specified time? Students who use a wheelchair cannot realistically meet that expectation. This is why the federal law requires children designated for special education services to have an individualized education program, because their needs are not equal; they do not need equal treatment, they need equitable treatment and resources in order to access a quality education. Now, think about your student in class who needs to use manipulatives during a math lesson while other students can do mental math.

All students learn differently and can meet mastery when equity becomes part of your practice. Some might consider this pedantic when discussing equality and equity, but it’s not. Providing students with the resources they need to be successful provides them with the psychological safety that is sometimes missing in classrooms but gravely needed.

‘Equity Is Not an Initiative’

PJ Caposey is the Illinois Superintendent of the Year and is a best-selling author, having written nine books for various publishers. PJ is a sought after presenter and consultant who has a widely read weekly newsletter available at www.pjcaposey.com :

Sometimes, I think the concept of equity compared to equality is very difficult and complex. Other times, I think it is straightforward and people out of an act of willful ignorance choose not to understand. I work hard to keep a positive mindset, so my intent in this is to provide six practical examples to demonstrate the difference and how it plays out in schools.

• A student’s grandmother is in the hospital, and their attendance suffers, so you modify some assignments to ensure you are measuring their progress toward standards but limiting the volume to best meet the student’s needs. EQUITY
• A student’s grandmother is in the hospital, and their attendance suffers, and you keep them responsible for the exact work everyone else must complete. EQUALITY
• A student struggles to read and has a documented disability, so their tests are read to them. EQUITY
• A student struggles to read and has a documented disability, but you provide zero assistance to them because it would not be fair to the other students. EQUALITY
• A district analyzes their data and creates plans to close achievement gaps by paying special attention to those groups not performing well. EQUITY
• A district analyzes their data and creates improvement plans that are equally applied to all students. EQUALITY
• Based on benchmark assessment results, some students are placed in intervention groupings to support their learning needs. EQUITY
• Despite assessment results, all students receive the exact same instruction throughout the course of the day. EQUALITY
• All students who wish to participate in Advanced Placement courses are allowed to do so despite previous performance if they attend an in-person meeting articulating the demands of the course. EQUITY
• Only students who have a 3.2 grade point average and have had less than five missing assignments per year on average are allowed to participate in Advanced Placement courses without any exceptions. EQUALITY
• Some staff members have advanced degrees in reading so their professional development requirements around the new reading curriculum are altered to acknowledge their expertise. EQUITY
• All staff members are required to attend the same professional development regardless of prior knowledge or expertise. EQUALITY

My point in sharing these very realistic examples of equity versus equality is twofold. I have come to the realization that we “DO” equity far more than some people would elect to realize. Second, even those who are reluctant to embrace the fact that schools should have an equity focus typically want schools to make equitable decisions when it comes to them or their children. From that statement, feel free to extrapolate what you will.

I will leave with one last thought on the topic. Equity is not a goal. Equity is not an initiative. Equity is a mindset and a lens through which we make innumerable decisions every single day. Whenever we consider how we can best serve an individual student or lead an individual staff member by meeting them where they are at and helping them to get where they need to be, we are operating with an equity mindset.

‘Equity Empowers’

A retired teacher and speaker, Denise Fawcett Facey now writes on education issues. Among her books, Can I Be in Your Class focuses on ways to enliven classroom learning:

The words “That’s not fair” have become a virtual children’s anthem. Heard from homes to playgrounds to classrooms, those three words—spoken almost in the cadence of a song—are the outcry of kids everywhere, conveying their frustration over what they perceive as unequal treatment when things don’t go as they expected. Although we tend to ignore that all-too-common outburst, the early sense of justice that underlies it just as often informs adult concepts of equality as well, fostering an expectation that everyone will be treated the same. However, there is a striking difference between appearing to treat everyone equally and ensuring that everyone has the equity offered by an equal opportunity.

In an educational setting, affording everyone an equal chance at success means equity supersedes equality. From differentiation in teaching methods to the hiring of teachers, among other factors, here are four differences between equality and equity:

• Differentiation. Just as we don’t expect all students to wear eyeglasses in the name of equality, we shouldn’t expect all students to learn in the same way, either. Differentiation settles that. Providing what each student needs for optimal learning, it might be as simple as eyeglasses, preferential seating, or extended time for assignments. However, the chance to present mastery in multiple ways or to use books and other resources that are culturally relevant are also means of differentiation. Although the content area is the same for all students, as are the myriad tools available (there’s your equality), each uses the tool that enables that student to achieve success. That’s not only differentiation. It’s equity.
• Admission to gifted classes. While white, able-bodied students of a certain intellectual ability and socioeconomic level generally have an equal opportunity to be admitted to classes for gifted students, admission tends to exclude students of color as well as students with physical disabilities and those of lower socioeconomic levels, all of whom have eligible students among them. Equality makes certain that all schools have classes for gifted students. Equity goes beyond that, seeking to identify gifted students among those underrepresented groups within each school and assuring that they also gain admittance to gifted classes once identified.
• Hiring diverse teachers. It’s easy to point with pride to teachers of color in a district or to teachers who use wheelchairs, believing them to be reflections of equality and diversity. However, how many are there? And where are these teachers placed? Equality merely says there are some of each. Equity provides an equal opportunity for ALL teachers to teach at any school, not simply affording them an interview at the “better” schools with no hope of being hired nor relegating these teachers to schools designated “inner city” or “low achieving.” Equity also ensures that the number of teachers outside the dominant group is at least representative of their numbers in that community.
• A seat at the table. Much like hiring practices, opening a committee or group to people not normally invited is ostensibly equality. After all, this type of equality frequently involves having “one of each kind,” so to speak, with representation from various racial and ethnic groups and possibly from different ability groups as well. However, it’s certainly not equity as the newly invited are expected to be grateful for the invitation, not to be bold enough to participate as equals. Without affording these participants a genuine voice, it’s educational tokenism that solely allows one to be present. Equity, on the other hand, balances power, legitimizing each person’s voice.

Returning to that childhood question of fairness, equity is the true answer for both students and educators. Offering an equal playing field for success, equity empowers, placing everyone on equal footing.

Thanks to Karen, PJ, and Denise for contributing their thoughts!

Today’s post answered this question:

It’s not unusual for districts, schools, and educators to confuse “equality” with “equity.” What are examples, and ways, you would help them understand the difference?

Part One in this series featured responses from Jehan Hakim, Mary Rice-Boothe, Jennifer Cárdenas, and Shaun Nelms.

Consider contributing a question to be answered in a future post. You can send one to me at [email protected] . When you send it in, let me know if I can use your real name if it’s selected or if you’d prefer remaining anonymous and have a pseudonym in mind.

You can also contact me on Twitter at @Larryferlazzo .

Just a reminder; you can subscribe and receive updates from this blog via email . And if you missed any of the highlights from the first 12 years of this blog, you can see a categorized list here .

The opinions expressed in Classroom Q&A With Larry Ferlazzo are strictly those of the author(s) and do not reflect the opinions or endorsement of Editorial Projects in Education, or any of its publications.

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Why Do Angels Players Have Green Ribbons on Their Uniforms?

Maren angus-coombs | 20 hours ago.

• Los Angeles Angels

May is Mental Health Awareness Month and the Los Angeles Angels are lighting up the halo on the Big A green on Saturday at Angel Stadium in Anaheim.

Angels players will wear a green ribbon on their jerseys in support of mental health awareness which is a cause close to the organization and some of its current players including Mike Trout.

Trout’s late brother-in-law Aaron Cox was an Angels prospect and took his own life at 24 years old in 2018. Trout and his wife subsequently partnered with the American Foundation for Suicide Prevention (AFSP) to help Americans struggling with suicide and mental health issues.

“Losing Aaron was probably the toughest thing to happen to me in my life,” Trout said in 2020 during a preseason videoconference.

Angels prospect Zach Joyce has been open about his diagnosis and treatment for clinical anxiety and depression . He even stepped away from baseball while playing at the University of Tennessee during the 2020 season after receiving his diagnosis.

Former Angels pitcher Donnie Moore suffered from depression and ultimately took his own life in 1989 , three years after he surrendered a famous home run in the American League Championship Series.

The Angels have also partnered with Orange County Health Care Agency to provide mental health resources and arrange other events during May including a yoga class on May 13 that was followed by a mental health discussion for local teens before their game.

MAREN ANGUS-COOMBS

She left the CIA in frustration. Now her spy novel is racking up awards.

I.S. Berry scored rave reviews and awards for her literary debut, “The Peacock and the Sparrow,” a novel mined from her time at the CIA.

She felt each boom like an electric jolt as she was trying to sleep in her Alexandria, Va., apartment.

It was August 2006, and Ilana Berry was then a 30-year-old Central Intelligence Agency case officer. Outside, construction crews were beginning work on the Woodrow Wilson Bridge, knocking down the old expanse to make way for a new six-lane roadway.

But each rumble threw Berry off the steady anchors of time and place, hurling her back to her last year stationed in war-rocked Baghdad. There, she had spent sleepless nights alone in a trailer as insurgent mortars and rockets screamed into the Green Zone, the central area of the Iraqi capital where the American military, diplomatic and intelligence staffs were housed.

“I remember waking up and having the worst panic attack of my life,” she recalled. “I called my parents to say that we are all under attack.”

To cope, Berry began tracking when the crews would do demolitions and set an alarm for herself to stay awake. She began writing, caging the emotional fallout of her time in Iraq into the tidy frames of sentences. That writing would kick off a sequence of events that would pit her against the agency’s bureaucracy and end in her resignation.

But it would also start her second act as a celebrated, award-winning novelist — one that would be eventually be invited back to the CIA.

Berry applied to join the CIA while attending law school at the University of Virginia, believing it would combine her interests in international relations and intelligence work with her sense of patriotic mission.

Raised outside D.C., she was a 1994 graduate of Thomas Jefferson High School for Science and Technology. She spent time in the Balkans after graduating from Haverford College, an experience that led to a position as an intelligence analyst with the Defense Department. “I loved the work of intel, and I wanted to make it my career,” Berry said. “So the CIA is the place to go, right?”

After being accepted, she trained at Camp Peary near Williamsburg, Va., known as “The Farm.” Much of that training was about logistics — how to conduct surveillance, how to know if you are being surveilled. But the more in-depth psychological elements made Berry wonder if she was in the right place.

“Your whole training is basically how to find people’s vulnerabilities,” Berry said. “What are their motivations? Is it flattery or vanity or revenge, or do they hate their boss? That was never an easy fit for me.”

But Berry graduated with high marks and volunteered to be stationed in Iraq for a year-long assignment. She arrived in 2004 as doubts were beginning to stain America’s initial reasoning for toppling Saddam Hussein’s regime. Among the CIA team, there was a growing realization that there were no weapons of mass destruction in the country — the main justification for the U.S.-led coalition’s invasion.

Berry found that the CIA trailers didn’t have the armored protections or safety protocols in place like their military counterparts. But when she advised CIA headquarters about the danger, she was ignored, she said.

“We weren’t taking the precautions that we should have been,” Berry said. “And it was clear we knew we weren’t.”

One specific incident left Berry with doubts about the CIA’s mission. She got a tip from an Iraqi informant about a possible suspect involved in the 2003 truck bombing of the U.N. Baghdad headquarters that left 22 people dead, including the commissioner for human rights at the time. Berry’s tip led to the suspect being taken into custody, but he claimed he was not involved. Still, he was carted off to a detention facility. Berry later heard from other officers that they were unsure of his guilt, and she worries he may have been wrongfully pulled into the maze of America’s post-9/11 detention system.

In response to Berry’s allegations about her time in Iraq, a CIA agency spokesperson did not address specific complaints or allegations but said the agency “is absolutely committed to fostering a safe, respectful, and equitable workplace environment for all our employees, and we have taken significant steps to ensure that, including strengthening the Agency’s handling of issues when they arise.”

The living conditions. The murky mission. All that seemed to Berry to fuel rampant alcoholism at the CIA station. “Baghdad really screwed me up,” she said.

Her tour done but still living with the emotional aftershocks in Virginia, Berry kept writing. “My goal was never to publish my account of Baghdad,” she said. “It was to make sense of what happened.”

She had volunteered to go next to Afghanistan and was enrolled in Farsi-language classes. During that time, Berry volunteered to the agency that she had been writing about her experience.

According to agency regulation, all current and former CIA employees must submit any writing they plan on releasing to the CIA’s Publication Classification Review Board, which determines whether a potential book or screenplay or writing contains classified information. After the agency learned Berry was working on a memoir, she submitted the manuscript.

When her writing came back, it was covered in redactions that Berry felt made little sense. “They redacted my height and weight,” she said. “They redacted the color of the sky. These are clearly things that are not classified.”

Berry felt the pushback was all due to the unflattering light the account showed the agency. Her complaints in Iraq had already begun to hurt her prospects at the CIA. Her follow-up assignment in Afghanistan was pulled. She channeled her frustration into an appeal over her manuscript.

“I fought every single redaction, if for no other reason than to stick it to them that this was wrong,” she said.

Mark Zaid, a D.C. attorney who regularly represents CIA officers and helped Berry with her appeal, said he believes the board’s difficult responses were tied to the protective stance the agency assumed at the time. “There is a deep-seated paranoia and ignorance among security officers,” he said. “Their internal processes are geared for damage control, no matter whether there is damage or not.” Zaid later hired Berry into his law firm as an of counsel attorney.

In response to questions about Berry’s past conflicts with the review board, an agency spokesperson said the “CIA does not comment on details regarding specific prepublication reviews.” The spokesperson added that “the Board is open to authors’ requests to reconsider content they believe is unclassified.”

Eventually, the review board agreed with most of Berry’s appeal and removed most of the redactions from her manuscript.

By then, she had already resigned from agency, frustrated with the fight and her experiences in Iraq. She was married and a new mother. Though she had won the right to publish her account, she no longer wanted her own story — and the trauma and personal doubt she had put in writing — out there.

Write what you know

Despite her clash with agency, piling the mixed feelings about her time as a spy into a memoir reminded Berry how much she enjoyed writing. As she launched herself into a new career as an attorney and later followed her husband to Bahrain in 2012, Berry kept at it. Now it was fiction, but Berry found all her sentences echoed back to her time in Iraq.

The pages that would eventually become “The Peacock and the Sparrow,” a novel featuring a weary CIA officer caught in the turbines of Middle Eastern political change, include themes mined straight from Berry’s time at the agency. Its first lines plunge a reader into the morally ambiguous head space Berry learned in her training. “It was the ability to please that you learned as a spy: smoking a cigarette, offering compliments you didn’t mean, falling down drunk from having accepted too many vodkas,” Berry writes.

The novel’s CIA protagonist, Shane Collins, faces the same indifference from higher-ups that Berry said she saw in Iraq. She funneled the same problematic behavior she witnessed — the drinking, the war-zone infidelities — into her main character. The gnawing doubts about the guilt of the bombing suspect also popped up as a plot point.

Perhaps the most surprising element in her new work as a novelist was how easy it was to submit the manuscript to the review board. They demanded no significant redactions.

“Time had passed, and I had built up a good relationship with the board,” Berry said.

Berry’s debut novel, “The Peacock and the Sparrow,” was released by Atria Books in May 2023 under the pen name I.S. Berry. The book was feted by both the New Yorker and NPR on their annual lists of the best books of the year. This month, the novel also won the Mystery Writers of America’s Edgar Allan Poe Award for best first novel by an American novelist, a significant industry award whose past recipients include Viet Thanh Nguyen and Tana French.

Even with that acclaim, Berry was still surprised when the CIA invited her to speak with Invisible Ink, a group of agency employees who are also writers.

“I was not exactly a poster child for the place,” Berry said. “But they assured me they valued authenticity over filtered plaudits, which were words I never thought I’d hear.”

Last September, Berry was sitting in her car in the ocean of parking spaces sprawling outside CIA headquarters in Langley, Va. Even with her invitation, she felt “nervous as hell,” she said. “I did feel like it was a family reunion where I was estranged from my family.”

But Berry then met her agency contact, a member of Invisible Ink, who had asked her to come and speak. She was taken into a conference room where she spoke to about a dozen current agency staff members to discuss writing, publishing and working with the agency’s review board.

As she was leaving, Berry was asked to film a video about the career paths of officers after the agency. She agreed.

“This was such a formative part of my life,” she said. “They are people who have had that same singular experience as me.” Going back to the CIA, Berry said, “felt like I had rebuilt this broken bridge.”

In the meantime, she’s working away on a new novel. It’s another spy tale.

A previous version of this article incorrectly stated that Berry visited Invisible Ink last February. It was last September. The article has been corrected.

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