Assignment of Contract

Definition: The transfer of a party's rights and obligations under a contract to a third party. In real estate, assignment allows a buyer under contract to transfer their purchase rights to another buyer before closing.

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Assignment of Contract in Florida

An assignment of contract transfers a party's contractual rights and obligations to a third party. In Florida, contract assignments are a common mechanism for transferring real estate purchase agreements, commercial contracts, and business obligations to new parties.

Requirements and Restrictions

A valid Florida contract assignment requires a clear written instrument transferring the rights, delivery to the assignee, and notice to the obligor. Anti-assignment clauses are enforceable but construed narrowly. Florida courts distinguish between restrictions on assigning rights (receiving benefits) and restrictions on delegating duties (performing obligations), potentially enforcing one while invalidating the other.

Continued Liability

A critical principle in Florida contract law is that assignment does not release the assignor from liability. The original contracting party remains responsible for performance unless the other party consents to a novation. This means an assignor who assigns a contract remains on the hook as a guarantor of the assignee's performance.

Related Terms

Barnes Walker Business Law

Barnes Walker structures contract assignments for Florida businesses and investors. Contact us for transactional guidance.

Reviewed by the attorneys at Barnes Walker, Goethe, Shea & Robinson, PLLC

Disclaimer: The information and opinions provided are for general educational, informational or entertainment purposes only and should not be construed as legal advice or a substitute for consultation with a qualified attorney. Any information that you read does not create an attorney-client relationship with Barnes Walker, Goethe, Shea & Robinson, PLLC, or any of its attorneys. Because laws, regulations, and court interpretations may change over time, the definitions and explanations provided here may not reflect the most current legal standards. The application of law varies depending on your particular facts and jurisdiction. For advice regarding your specific situation, please contact one of our Florida attorneys for personalized guidance.

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