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Delaware Court holds anti-assignment clause prevents enforcement of contract after merger

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On September 16, 2020, the Superior Court of Delaware issued an order with potential implications for companies contemplating acquisitions of businesses or assets.  In MTA Can. Royalty Corp. v. Compania Minera Pangea , S.A. De C.V. , No. N19C-11-228 AML CCLD, 2020 Del. Super. LEXIS 2780 (Sept. 16, 2020), Judge Abigail M. LeGrow held that, following a merger,[1] the surviving company lacked standing to enforce a contract entered into by its predecessor (the non-surviving company in the merger) because the contract’s anti-assignment clause prohibited assignment “by operation of law”. 

Companies considering acquisitions should carefully review their target’s contracts for anti-assignment clauses that prohibit assignment “by operation of law”, which Delaware courts interpret to include certain mergers.  In addition, where a target’s key contracts contain anti-assignment clauses with such language, companies should carefully consider the preferred transaction structure.  In a reverse triangular merger, the acquirer’s newly formed subsidiary is merged into the target, with the result being that the target survives and becomes the acquirer’s subsidiary.  By contrast, in a forward triangular merger, the target does not “survive” and its rights are transferred to the existing subsidiary, which may implicate anti-assignment clauses.  Reverse triangular mergers do not face the same issue because the target continues its corporate existence as a subsidiary of the acquirer.

Background of the contract and subsequent merger

In 2016, Compania Minera Pangea, S.A. de C.V. (“CMP”) purchased mineral rights in the El Gallo Mine from 1570926 Alberta Ltd. (“Alberta”).  In exchange, CMP paid Alberta $5.25m in cash at closing and agreed to pay Alberta an additional $1m in 2018 subject to certain conditions.  Of note, the agreement contained the following anti-assignment clause (the “Anti-Assignment Clause”):

Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by [Alberta] without the prior written consent of each other party, and any such assignment without such prior written consent shall be null and void. . . . [T]his Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

In July 2017, Alberta merged with Global Royalty Corp. (“Global”), a subsidiary of Metalla Royalty & Streaming Ltd., and Global was the surviving entity.  Following that transaction, Global changed its name to MTA Canada Royalty Corp. (“MTA”).  In November 2019, MTA brought a breach of contract claim against CMP based on CMP’s alleged failure to pay the $1m in consideration due in 2018.

Superior Court holds that anti-assignment clause extends to certain mergers

CMP argued that MTA lacked standing to enforce Alberta’s contract with CMP because, per the Anti-Assignment Clause, Alberta was required to obtain CMP’s written consent before assigning its rights to MTA.  MTA argued that the Anti-Assignment Clause was meant to prevent third-party assignments, not “successor assignments” like Alberta’s merger.   Id. at *11-12.  To make this argument, it relied on a 1993 Chancery decision, in which then-Vice Chancellor Jacobs had held that, subject to certain conditions, anti-assignment clauses do not apply to mergers unless mergers are explicitly prohibited.   Star Cellular Tel. Co. v. Baton Rouge CGSA ., 1993 Del. Ch. LEXIS 158, at *25 (July 30, 1993).  According to MTA, because the last sentence of the Anti-Assignment Clause referred to “successors”, it was clearly not intended to extend to mergers.

The Superior Court disagreed.  It explained that, as a result of the merger, Alberta had ceased to exist, so MTA could only enforce the contract if it showed that the Anti-Assignment Clause did not apply.   MTA , at *6.  It then held that the Anti-Assignment Clause clearly barred Alberta’s transfer of rights through a merger because the clause prevented assignment “by operation of law”, which Delaware case law had interpreted as referring to forward triangular mergers.   Id.  at *7-14.  In light of what it regarded as a straightforward application of the Anti-Assignment Clause, the Superior Court did not engage in the  Star Cellular analysis.  The Superior Court found that the reference to “successors” in the Anti-Assignment Clause meant only that “valid successors” had the right to enforce the contract.   Id. at *13.

Potentially at odds with Chancery precedent?

Of special relevance is the Superior Court’s treatment of existing Delaware case law on anti-assignment clauses and forward triangular mergers.  Existing precedent from the Court of Chancery held that anti-assignment clauses containing both a prohibition on assignment “by operation of law” and a reference to “successors” were ambiguous.  Under the Star Cellular test, this ambiguity was construed against the application of the anti-assignment clause. 

Specifically, MTA  appears at odds with the Chancery ruling in Tenneco Auto. Inc. v. El Paso Corp. , which also involved the impact of an anti-assignment clause following a forward triangular merger.  C.A. No. 18810-NC, 2002 Del. Ch. LEXIS 26 (Mar. 20, 2002).  The language of the anti-assignment clause in Tenneco  was similar to that in MTA :  both clauses prohibited assignment “by operation of law” while also referencing “successors”.  In Tenneco , Vice Chancellor Noble found that those conflicting references made the anti-assignment clause ambiguous, meaning that, under the Star Cellular test, the successor company could enforce the contract.   Id. at *7-10.  The MTA Court did not explain why it reached the opposite result.

Similarly, in ClubCorp, Inc. v. Pinehurst, LLC , Vice Chancellor Parsons held that, following a forward triangular merger, an anti-assignment clause with language like that in Tenneco was ambiguous because the agreement both referenced “successors” and prohibited assignment “by operation of law”.  No. 5120-VCP, 2011 Del. Ch. LEXIS 176, at *26-29 (Nov. 15, 2011).  Again, the ambiguity militated in favor of finding that the anti-assignment clauses did not apply to the merger.   MTA did not address Pinehurst.

Insights from MTA

MTA has several significant implications for practitioners.  The first is a reminder to carefully review a target’s contracts for anti-assignment clauses.  Such clauses in important contracts should be flagged and thoughtfully evaluated. 

In addition, practitioners should remain aware that Delaware courts interpret the phrase “by operation of law” in assignment clauses to refer to mergers in which the target company does not survive.  The presence of this language in anti-assignment clauses in a target’s important contracts (if those contracts are governed by Delaware law) should prompt a discussion about the appropriate transaction structure.  For example, in MTA , the Court suggested that MTA would have had standing to enforce the contract with CMP if it had been merged through a reverse triangular merger rather than a forward triangular merger.  The Superior Court cited a 2013 Chancery decision, Meso Scale Diagnostics, LLC v. Roche Diagnostics GmbH , in which Vice Chancellor Parsons found that “a reverse triangular merger does not constitute an assignment by operation of law”.  62 A.3d 62, 83 (Del. Ch. 2013). 

If dealing with similar language in anti-assignment clauses in important agreements, practitioners should consider alternative transaction structures that would allow the target to retain its corporate existence.  According to MTA , such alternatives should allow successor companies to enforce agreements without running afoul of anti-assignment clauses prohibiting “assignment by operation of law”.[2]

[1] The transaction was an amalgamation under Canadian law, which the parties and the Court agreed was the equivalent of a merger under Delaware law.  The transaction structure was equivalent to a forward triangular merger. 

[2] This may not be true in other jurisdictions.  For example, under California law, a reverse triangular merger has been found to be a transfer of rights by operation of law .  See SQL Sols. v. Oracle Corp. , 1991 U.S. Dist. LEXIS 21097, at *8-12 (N.D. Cal. Dec. 18, 1991). 

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

Companies forced to wind down operations and liquidate their assets often choose a liquidation process known as an ABC (Assignment for the Benefit of Creditors). An ABC is usually more streamlined, requires fewer public disclosures and less court involvement, and is significantly less expensive than other formal liquidation processes such as federal bankruptcy proceedings. 1 However, recent rulings by the Delaware Court of Chancery, a popular forum for ABCs, suggest that ABCs may no longer be as easy as 1-2-3 — at least, not in Delaware.

An ABC is a liquidation process governed by state law by which a company (referred to as the assignor or the debtor) assigns all of its assets to an assignee (typically, a professional firm specializing in ABCs) that will manage the liquidation process and distribute the assets’ proceeds to the company’s creditors in accordance with the priorities dictated by state law. The assignee serves as a neutral, independent fiduciary whose duty is to maximize value for the company’s creditors and shareholders.

Certain states, such as Delaware, have enacted comprehensive statutory schemes that require various degrees of court oversight over the ABC process, including court approval of significant transactions, such as asset sales. Other states have less-developed ABC statutes and do not require any court supervision or approvals.

Recently, because of its “growing concern” regarding the “transparency and consistency” of ABC proceedings, 2 the Delaware Court of Chancery has begun requiring robust public disclosures at the outset of an ABC proceeding regarding the company and the assignee, akin to disclosures that a company typically makes within the first few days of a federal bankruptcy case. 3 At least one Vice Chancellor on the court has announced that he will require such disclosures in all future ABC cases assigned to him. 4 The purpose of these disclosures is to ensure that the court has sufficient information to evaluate the relief requested by the assignee. This is particularly important in ABC cases, which are handled ex parte — i.e., without notice to all parties who may be affected by the relief. 5

The Court of Chancery explained that the information that should be disclosed may vary from case to case. However, in at least three recent ABC proceedings, 6 the court has entered similar orders requiring assignees to make the following disclosures in a publicly filed affidavit in the early stages of the ABC proceeding:

• Description of the affiant and the affiant’s relationship with the debtor or assignee
• Description of the assignee, its experience, its principal or parent entity, and the events leading up to its creation
• Description of the debtor, its business prior to the assignment, and its corporate and capital structure
• Description of any debt obligation secured by all or substantially all of the debtor’s assets, including the purpose of the obligation at the time it was entered and its current status
• Description of events leading up to the assignment
• Description of any efforts to sell the debtor or its assets within the year prior to the date of the assignment
• Description of how the assignee was engaged
• Description of the terms of any agreement, arrangement, or understanding concerning the debtor or its assets between or among, on the one hand the assignee or its principal and on the hand any director, officer, employee, or creditor of the assignor, or any potential acquirer of the debtor or its assets
• If the assignee contemplates the disposition of any of the assigned assets prior to the submission of the appraisals required by 10 Del. C . §7382 and the bond required by 10 Del. C . §7383, a detailed explanation for doing so
• Description, if applicable, if any of the debtor’s known creditors are directors, officers, employees, or stockholders of the debtor or are otherwise affiliated with any of the foregoing persons

In addition, the affidavit must attach the following disclosures:

• Documents evidencing the debtor’s authorization to enter into the assignment
• Documents evidencing the terms of the assignee’s engagement, including the assignee’s fee schedule
• Documents evidencing the terms of any engagement of the assignee or its parent entity with the assignor, any of its directors, officers, employees, or creditors relating to the assignor or its assets at any time within one year of the date of the assignment
• Documents evidencing any agreement, arrangement, or understanding between the assignee or its parent entity and any person relating to the assignment or the assigned assets
• Documents evidencing any agreement, arrangement, or understanding between or among any director, officer, employee, or creditor relating to the assignment
• A list of all engagements for which the parent of the assignee or any of its affiliates has served as an assignee in an assignment proceeding filed in the Court of Chancery over the past three years
• A debtor’s balance sheet as of the date of the assignment or the most recent fiscal period available
• A list of all of the debtor’s known creditors, organized by the creditors’ status as secured or unsecured creditors, each creditor’s priority to the assigned assets, and the amounts owed to each creditor

These are not the only disclosures that may be required in an ABC. Depending on the circumstances of the case and the relief requested by the assignee, the Court of Chancery may require additional affidavits and reports, which the assignee may be required to serve upon all creditors and other parties in interest.

Key Takeaways

In light of the Court of Chancery’s focus on additional disclosures, the ABC process in Delaware may no longer be as streamlined and efficient as it once was. A company considering winding down and liquidating its assets through an ABC in Delaware should be prepared at the outset to provide significantly more information about its business, financial affairs, and events leading up to the ABC. Although these additional disclosures may add time and expense to the process, an ABC—whether in Delaware or elsewhere—is still a viable and cost-effective alternative to a federal bankruptcy proceeding that should be considered by companies facing liquidation.

[ 1 ] A bankruptcy or other proceeding may, in certain circumstances, be necessary or preferable to an ABC. A company facing financial distress should consult with experienced counsel to advise on the company’s specific situation and options. [ 2 ] See In re Theonys, Inc. , C.A. No. 2023-0195-PAF, Letter (Del. Ch. May 22, 2023) (the “Theonys Letter”). [ 3 ] See In re Glob. Safety Labs, Inc. , 275 A.3d 1278, 1284 (Del. Del. Ch. 2022) (“What the Petition lacks, and what the court invariably needs, is context. The bankruptcy courts and their practitioners have developed a vehicle for providing that context through a submission known as a ‘First-Day Declaration’ or a ‘First-Day Affidavit.’ . . . This case calls out for a comparable declaration, tailored by skilled counsel to provide the information that the court needs to evaluate the Petition. . .”). The Global Safety decision examined a petition by a company seeking to dissolve under Delaware law. However, the court explained that its concerns regarding the lack of transparency in that case also applied to ABC proceedings. See id . at 1279-80 (“The Petition is a bare-bones four-page document consisting principally of conclusory averments. It is not an outlier. It is representative of petitions that the court sees regularly in cases involving defunct or dissolved entities and in proceedings involving assignments for the benefits of creditors.”). [ 4 ] See Theonys Letter. [ 5 ] See Glob. Safety , 275 A.3d at 1280 (“Many of these proceedings are handled ex parte , so the court never has the benefit of an interested party that can provide a different perspective or ask probing questions.”). [ 6 ] In re Theonys Inc . C.A. No. 2023-0195-PAF, Order (Del. Ch. May 22, 2023); In re Boston Security Token Exchange LLC , C.A. No. 2023-0494-PAF, Order (Del. Ch. May 22, 2023); In re Secure Transfusion Solutions, Inc. , C.A. No. 2023-0463-PAF, Order (Del. Ch. May 22, 2023).

This informational piece, which may be considered advertising under the ethical rules of certain jurisdictions, is provided on the understanding that it does not constitute the rendering of legal advice or other professional advice by Goodwin or its lawyers. Prior results do not guarantee a similar outcome.

Barry Z. Bazian

Kizzy Jarashow

Artem Skorostensky

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Widener University Delaware Law School

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Official Guide to ABA-Approved JD Programs

Widener University Delaware Law School is unique among American law schools. Located in Wilmington, Delaware, the nation’s corporate and business capital, Delaware Law School offers flexible schedules in day and evening divisions and extensive opportunities to gain practical experience in clinics, externships, and pro bono placements in Pennsylvania, Delaware, New Jersey, and throughout the region.

The rich curriculum is taught by a faculty committed to personal attention, and all students have abundant opportunities to gain feedback on written and oral work. The full-time faculty is supplemented by a distinguished group of adjuncts, which includes federal bankruptcy judges and numerous state court judges, as well as practicing attorneys from Pennsylvania, New Jersey, and Delaware.

The school is a member of the AALS and is accredited by the ABA.

The JD Program

Delaware Law School offers a flexible Juris Doctor program, pairing in-classroom learning with out-of-classroom experiences, developing practice-ready graduates. The three-year, full-time program, as well as the four-year, part-time program with evening classes, enable students to choose the schedule that best balances their life and work commitments. The JD program requires a minimum of 90 credits of coursework, 12 of which must be experiential in nature. The Delaware Law School curriculum is designed to develop a fundamental understanding of law and the legal process while providing the practical skills necessary to be a professional and competent advocate.

A flexible program also means that students have the opportunity to pursue concentrated study through one of five signature programs gaining specialized training, conducting breakthrough research, participating in advocacy work, and shaping public policy. The Delaware Law School offers concentrated study in Delaware corporate and business law; advocacy, technology and public service; environmental rights; family health law and policy; and dignity rights.

The JD program, coupled with the support of our large alumni network, provides the foundation for our graduates to confidently pursue a wide variety of career paths, achieving success and personal fulfillment along the way.

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Delaware Law School is a leader in developing a coordinated lawyering skills program, which includes clinical practice, externships, and pro bono placements.

Clinics are designed to permit students to represent actual clients before courts and administrative boards while under the supervision of the clinic director. Delaware Law School operates the fourth oldest environmental law clinic in the country, a veteran’s law clinic, a Delaware civil clinic focusing on family matters, a Pennsylvania criminal defense clinic, Innocence Delaware legal clinic providing representation to those unjustly incarcerated, and a dignity rights clinic. A large number of supervised externships permit students to work as lawyers-in-training with state and county government agencies and nonprofit organizations. An extensive judicial externship program places students with state and federal courts at both the trial and appellate levels in Washington, DC; Delaware; Maryland; New Jersey; Pennsylvania; and Virginia. A unique program allows top students to apply to clerk for justices of the Delaware Supreme Court and Court of Chancery.

The Public Interest Resource Center cultivates pro bono volunteer opportunities for students in public interest agencies and government offices throughout the region and offers counseling and guidance to students who seek careers in public interest law.

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The Family Health Law & Policy Institute provides research, policy analysis, and specialty education dedicated to the reform of laws and policies relating to the intersections of families and their health, broadly construed. The institute offers extensive opportunities for experiential learning.

The Institute of Delaware Corporate and Business Law offers a concentrated course of study focused on developing a fundamental knowledge of business and corporate law. The institute also sponsors the highly respected  Delaware Journal of Corporate Law  and a speakers series featuring justices and other corporate law luminaries.

The Taishoff Advocacy, Technology, and Public Service Institute provides extensive litigation skills training and cutting-edge experience in the role of emerging technologies in litigation.

The Global Environmental Rights Institute allows students and faculty to work together to promote environmental interests locally and globally and harnesses the expertise of nationally and internationally renowned faculty members to provide students with abundant opportunities to learn, practice, and conduct research in new areas, including toxic torts, climate change, and environmental constitutionalism.

The Dignity Rights Institute is the only program at any American law school focusing on the theme of human dignity in law. It aims to set human dignity in action through public and professional experiential learning and high-impact lawyering and advocacy. 

Delaware Law School offers two joint-degree programs: JD/MBA with Widener University and JD/MPH with Thomas Jefferson University.

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The attractive 34-acre campus is located in the heart of the beautiful Brandywine River Valley. The law building houses the Legal Information Center, faculty offices, clinics, technologically enhanced classrooms, and three moot courtrooms.

Delaware Law School is one of very few law schools in the country that offers residential campus housing for JD students. Single-occupancy, fully furnished residence halls provide a convenient and comfortable living option for first-year students. Internet, cable, central air and heat, a refrigerator, and a microwave are included. Bathroom facilities, as well as kitchen and laundry rooms, are shared by residents on each wing. For students seeking a healthy lifestyle choice with no alcohol consumption, a wellness wing is available. For upper-level students, one- and two-bedroom townhomes are also available. All townhomes are fully furnished, cable-ready, air conditioned, equipped with a washer and dryer, and offer both Ethernet and wireless Internet access. Campus housing provides easy access to all classrooms and physical facilities, and students enjoy all the area has to offer from cultural and recreational activities to nearby retail and dining options. An exercise room, abundant green space, 24-hour security, and ample free parking are also provided. All campus housing is offered on a nine-month lease based on the academic calendar.

Students publish the prestigious  Delaware Journal of Corporate Law  and the  Widener Law Review . Students also compete in intraschool, regional, and national interschool moot court and trial competitions. With more than 25 student organizations at Delaware Law, students can immerse themselves in the campus community through participation in an affinity group or particular legal interest society, or by attending a myriad of social and networking events.

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The Career Development Office is strongly committed to helping students obtain the positions that best suit their individual needs and ambitions. Delaware Law School’s employment statistics are evidence of its success in helping graduates find a niche in the contemporary job market. Delaware Law School alumni have become judges in Delaware, New Jersey, New York, and Pennsylvania; members of the legislature; partners in major regional law firms; hospital administrators; and legal educators.

Delaware Law School provides robust support to students in preparation for the bar exams, overseen by a dedicated, full-time Director of Bar Pass Programs. The centerpiece of these efforts is a two-semester, six-credit course focused on the substance of core areas of law commonly tested on the bar exam, while also developing the specific skills and strategies needed for effectively writing bar exam essays. A two-credit, bar exam writing intensive course was added in Spring 2022. In addition, graduates are mentored by faculty and distinguished alumni during the weeks of their bar exam preparations. Finally, the law school offers limited, free campus housing during the summer bar preparation period, enabling graduates to focus on their bar studies in a supportive environment of their peers and faculty. Through these efforts, the law school has consistently maintained an Ultimate Bar Pass rate between 80 and 90 percent.

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At Delaware Law we are committed to making legal education affordable while also recognizing the significant achievements of our applicants. Our generous scholarship program provides renewable awards that vary but can be as high as $111,000 over the course of a student’s full-time legal education. Our awards are intended to recognize and honor the many and distinctive academic, personal and professional accomplishments of our entering students. Delaware Law merit-based scholarships are awarded at the time of acceptance and are renewable for up to three years for full-time students and four years for part-time students provided the student maintains satisfactory academic performance.

The Financial Aid Office is committed to assisting students throughout the financial aid process. In addition to a generous scholarship program with awards offered at the time of admission, Delaware Law School provides the opportunity to borrow through our low-interest-rate Institutional Loan Program, to students who academically excel in their first year of law school. Delaware Law School participates in all federal financial aid programs, including Federal Work-Study and the Federal Direct Loans programs.

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In reviewing applications to Delaware Law School, our admission committee takes a holistic approach. While there are no fixed admission criteria, committee members pay particular attention to the applicant’s LSAT score and undergraduate grade-point average. The admission committee also carefully considers an applicant’s personal statement. Graduate degrees, writing samples, extracurricular activities, and community and professional service may enhance the application. The law school encourages those with diverse backgrounds to apply.

Applications for admission must be received by May 15. Admission decisions are made on a rolling basis, and applicants are encouraged to apply early. The admission process is paperless. All applications and supporting documents must be submitted electronically via the Delaware Law School website or your LSAC.org account. All communications to applicants, including admission decisions, are provided electronically through the applicant’s online status check.

Each summer, Delaware Law School conducts the Trial Admissions Program (TAP) for a small number of carefully selected applicants who show potential for success in law school despite a relatively low score on the LSAT or a lower undergraduate grade-point average. TAP is a conditional admittance program. Participants who successfully complete the six-week program are offered admission to the fall entering class.

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25-75% ugpa range at widener delaware:.

2.98 to 3.60

25-75% LSAT Score Range at Widener Delaware:

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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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The Delaware Code Online

Courts and judicial procedure, special proceedings, chapter 73. insolvency, subchapter vi. voluntary assignments.

In every case in which any person makes a voluntary assignment of his or her estate, real or personal, or of any part thereof to any other person in trust for his or her creditors or some of them, the assignee, within 30 days after the execution thereof, shall file in the office of the Register in Chancery of the county in which the real and personal estate of the assignor is situate, an inventory or schedule of the estate or effects so assigned, accompanied with an affidavit by such assignee, that the same is a full and complete inventory of all such estate and effects, so far as the same has come to his or her knowledge.

Upon the filing of the inventory and affidavit required by § 7381 of this title, the Court of Chancery shall appoint 2 disinterested and competent persons to appraise the estate assigned, who shall, after being duly sworn or affirmed by some person having authority to administer oaths, to perform their duties with fidelity, forthwith proceed to make an appraisement of the estates and effects assigned, according to the best of their judgment, and having completed the same, shall return the inventory and appraisement to the office of the Register in Chancery of the county in which the inventory of the assignee and the affidavit accompanying the same were filed. The appraisers shall receive the same compensation as is now allowed by law to appraisers of the estate of a decedent.

(a) The assignee shall, as soon as the inventory and appraisement required by § 7382 of this title have been filed, give bond with sufficient surety, to be approved by the Court of Chancery in an amount fixed by the Court, being not less than the total amount of inventory and appraisement of the estate so assigned. The bond shall be taken in the name of the State, and the condition thereof shall be as follows:

“The condition of this obligation is such, that if the above bounden assignee of shall in all things comply with the provisions of this chapter, and shall faithfully execute the trust confided to him or her, then the above obligation to be void, otherwise to remain in full force and virtue.”

(b) To the bond there shall be subjoined a warrant of attorney to confess judgment thereon, and the bond and warrant shall be joint and several, and such bond shall be filed in the office of the Register in Chancery of the county in which the inventory and appraisement were filed, and shall inure to the use of all persons interested in the property assigned.

Upon the application of any person interested, the Court of Chancery may direct the bond provided under § 7383 of this title to be proceeded on if it deems it necessary and proper for the protection of such interested party.

(a) The assignee shall render an account of the assignee’s trusteeship every year from the date of the assignee’s bond, required under § 7383 of this title, before the Register in Chancery of the proper county, until the trusteeship is closed and a final account rendered and approved. If the assignee fails to perform this duty, the Register in Chancery may issue a citation to such assignee, requiring the assignee to appear and exhibit under oath or affirmation the accounts of the trusts, within a certain time to be named in such citation.

(b) Upon the filing of any such account, notice thereof shall be given to all persons in interest as directed by an appropriate order of the Court of Chancery. Such order and notice shall set forth the time within which any person in interest may take and file with the Register in Chancery, in and for the proper county, exceptions to the account in question. The time within which exceptions to any such account may be filed by any person in interest shall be determined by the Court in the exercise of its discretion, and may be extended from time to time for good cause shown. Any exceptions so filed in respect of any such account shall be heard, determined and the particular account adjusted before the Court, as it may order or direct.

The Court of Chancery, upon cause being shown, may remove the assignee or trustee referred to in this chapter, and compel an assignment of the trust estate to others appointed in their stead. Any order of the Court in the premises may be enforced by attachment and imprisonment.

Whenever any person, in contemplation of insolvency or in contemplation of taking the benefit of any of the insolvent laws of this State, makes an assignment of his or her estate or effects for the benefit of creditors, and by such assignment, either under its provisions or otherwise, prefers any creditor to others, or in or by such assignment, secures or pays to any creditor a greater proportion of his or her debt or demand than shall be secured or paid to all his or her creditors, every such assignment so giving a preference shall be deemed fraudulent and absolutely void, and the estate or effects contained therein shall be liable to be taken in execution, or attached, for the payment of such assignor’s debts, as fully as if no such assignment had been made; and whoever makes such fraudulent assignment shall forever be deprived of the benefit of any insolvent law of this State.

Assignments for the Benefit of Creditors: Delaware

Finance and restructuring partners Patrick Jackson and Ian Bambrick co-authored a Q&A guide for Thomson Reuters Practical Law to approaching an assignment for the benefit of creditors (ABC) in Delaware.

The authors outline 26 questions and answers that address the process by which assignments are generally administered in Delaware, including:

• Commencing an ABC proceeding
• Selecting an assignee
• Duties and actions of the assignee
• Administration of the ABC
• Creditor claims
• Compensation of assignee and professionals
• Closing the ABC
• Jurisdiction and power of the court
• Bankruptcy considerations

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This is how long you have to register, title your car in Delaware after moving here

It's a guarantee: Anywhere you drive in the First State, you'll spot of out-of-state license plate.

While you might not initially think much of it, maybe you see the same plate in your parking garage month after month. Or maybe a once-new neighbor on your block isn't so fresh to Delaware anymore − yet their car still has a non-Delaware tag.

It's probably none of your business why they haven't switched their car registration to Delaware. And in fact, there are a few exceptions to the timeframe required under state law to register your car here.

Barring these exceptions, however, how long do you have?

RELATED: New to Delaware? Here's a road map to the DMV, vehicle registration and deadlines

60 days to register your vehicle, or else

New residents must title and register their vehicles within 60 days of moving to Delaware or face potential criminal penalties, Delaware law says .

Those who violate the law will be fined a minimum of $400, but no more than $600 for the first offense. If that kind of fine doesn't send a message, subsequent violations are a minimum of $800 but not more than $1,200.

Repeat violators can also be thrown in jail for no less than 10 days but no more than 30.

Who is considered a resident?

According to Delaware tax returns , a resident is someone who "is domiciled in this state for any part of the taxable year" or "maintains a place of abode in this state and spends more than 183 days of the taxable year in this state."

To break it down: If you spend less than 183 days in Delaware annually, you'll have a pretty good argument that you're not a resident.

That means if you have a beach house, for example, and spend five months out of the year in Delaware, you do not have to register your car here.

READ: Here’s why Delaware was voted the best state for electric vehicles

Exceptions to the 60-day rule

Aside from the above nuances, there are several exceptions to the car registration rule.

Members of the military and their families who have vehicles registered in their home state are exempt from the requirement, even if they spend more than 183 days in Delaware.

Additionally, vehicle owners who have "apportioned power units registered in Delaware under the International Registration Plan are exempt from the requirement to register their trailers in accordance with the International Registration Plan agreement."

If you don't know what that means, it probably doesn't apply to you.

Got a story tip or idea? Send to Isabel Hughes at [email protected]. For all things breaking news, follow her on X at @izzihughes _

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2:30-3:00 p.m. – Planning for a Meaningful Legal Career  (optional for LL.M students who are not planning to work in the U.S.) - Dean Tammy King, Assistant Dean for Professional Development.

3:00-4:00 p.m. - Time Management for Busy Law Students  - Succeeding in U.S. Legal Education- Professor  Chelsea Baldwin

HOMEWORK:  Take what you learn in this workshop to read and brief the cases for the sessions on Monday August 19 and Tuesday August 20.

4:00-5:00 p.m. Building Tours and Campus Tours  

J.D. & LL.M.: Friday, Aug. 16

All Friday, August 16, sessions will be in the Law School Building Room 151

9:00-10:00 a.m. – KALAP and Student Wellness (ABA Standard 303) KALAP Wellness: Director Danielle Hall, Kansas Lawyers Assistance Program (KALAP)

10:00-11:00 a.m. – Professionalism and the Honor Code (Academic Section)  (required for LL.M students despite having a previous session with Dean Grant) - Dean  Emily Grant , Associate Dean for Academic Affairs

11:00 a.m.-12:30 p.m. – Character and Fitness Qualifications for the Bar Exam Ms. Kathleen J. Selzler, Deputy Disciplinary Administrator and Admissions Attorney for the Kansas Supreme Court, will present important information about the Character and Fitness investigations required for licensure.

Ms. Selzer will be joined by Ms. Royetta Rodewald, Investigative Specialist, Office of the Disciplinary Administrator ( [email protected] ), and Amanda Kohlman, Attorney Admission Administrator ( [email protected] ).

If you have individual questions for the Disciplinary Office after today, you may call Ms. Selzler at (785) 435-8218 or email her at  [email protected] .

If you discover after the presentation that you have any matters that you need to report to the law school, please call (785) 670-1662 and set up a meeting with the Associate Dean for Student Affairs.

12:30-1:30 p.m. – Lunch (provided) – Meet Your Mentor - Lunch (provided) with your professionalism mentor and mentor group.

1:30-2:30 p.m. – Cross-Cultural Competency for Lawyers: ABA Standard 303 – Professor  Michelle Ewert

2:30 p.m. – Student Oath of Professionalism

3:00 p.m.-4:30 p.m. – Tour – Brown v. Board National Historic Park (REQUIRED) Please be sure to sign the register at the Park, noting on the register that you are a Washburn Law Student.

Brown v. Board of Education National Historic Park Building – 1515 SE Monroe, Topeka, Kansas You should plan at least one hour to self-tour.  The National Historic Park Building is about five minutes east of the law school. (See map below. From the Law School Building go north on SW Washburn Avenue. Turn right on 17th Street and go east until you reach the Park Building's parking lot on your left just past Monroe Street. If you need disability-accessible parking, go through the parking lot and park behind the building.)

It is advised that you do not wear spike heels or expensive shoes, as the path to the building is sometimes not good in bad weather.

Please contact  Danielle Dempsey-Swopes , Associate Dean for Student Affairs, if you need a ride to the park.

See the Summer 2004 issue of Washburn Lawyer for more information about Washburn Law graduates involved in the Brown case.

You are free for the rest of the day once you have finished your tour.

J.D. & LL.M.: Saturday and Sunday, Aug. 17 and 18

Unscheduled days. 

J.D. & LL.M.: Monday, Aug. 19

All Monday, August 19, sessions will be in the Law School Building Room 151

9:00 a.m.-12:00 p.m. – Breakfast and Academic Skills Program – Part 1

Professor  Chelsea Baldwin , Academic Enrichment and Bar Passage

Review required readings. This intensive program will introduce students to many of the basic skills and processes they need to succeed in law school. Students will begin the study of case law during the program and the process of learning how to extract critical information from case readings. Students will also be exposed to law school fact patterns and the mechanics of answering law school examination questions. These skills are not explicitly taught in the traditional legal education model, but the program represents Washburn's commitment to cutting-edge legal pedagogy that is supported by modern educational research.

The Academic Skills Program is required for all J.D. and LL.M. students.  It is optional for Transfer and Visiting students (but highly encouraged for those who will not yet be starting their third year).

12:00-1:00 p.m. – Lunch (provided) and Student Panel

2L Students will share their experience as first-year law students.

1:00-2:00 p.m. Library Tour and Research Techniques -  Library staff

Bring your laptop.   Students will get their Westlaw and Lexis/Nexis database account information, and have an introductory training session on how to use these databases, Zoom, and D2L (the Learning Management System used by Washburn).

2:00-4:00 p.m. – Academic Skills Program – Part 2

Professor Chelsea Baldwin

J.D. & LL.M.: Tuesday, Aug. 20

All Tuesday, August 20, sessions will be in the Law School Building Room 151

9:00 a.m. – Class Photo -  Wear your Washburn Law t-shirt today for the J.D./LL.M class photo! (t-shirt distributed at check-in) – Marketing Staff

9:30 a.m.-11:30 a.m. – Academic Skills Program Part 3

Professor Chelsea Baldwin

11:30 a.m.-12:30 p.m. – Professionalism Mentor Group Meeting - Professionalism Group Meetings (Mandatory)  will continue for the first few weeks of the regular semester. This meeting will be used to set the location and time for each group.

12:30 – 1:00 p.m. –  Lunch provided.

1:00 p.m.-3:00 p.m. – Academic Skills Program Part 4

Professor Chelsea Baldwin 

Thursday August 22 – Regular Law School Classes Begin

Other Activities Throughout the Semester

Most law students are advised not to immerse themselves in other activities at the beginning of their first semester, until they find their footing and know how much time they will actually have.

Professional Development Office (PDO) Events

• Orientation to Your Professional Development Office  – TBD
• Legal Resume and Cover Letter Workshop  – TBD

Academic Support Events

• Dates TBD: Academic Support will email you details.

Washburn Student Bar Association Events

• Welcome Back Event for all students: Details TBD and announced in the WSBA Newsletter, which is emailed to students each weekend.
• WSBA Fall Elections: Details TBD.

Opportunity Fairs / Organizations

Learn about student and non-student organizations at the Opportunity Fairs – Dates TBD.

Feel free to contact the student organizations on your own at any time.

Non-Student Organizations Opportunity Fair

Information about and opportunities with university, law school and legal community organizations.

• Oct 10 Fall Break 12:00 - 12:00 AM
• Nov 07 Law Journal Symposium 9:00 - 4:00 PM
• Dec 13 Law Commencement Ceremony 8:00 - 10:00 PM