assignment of claims uk

• Insights & events

Assigning debts and other contractual claims - not as easy as first thought

Harking back to law school, we had a thirst for new black letter law. Section 136 of the Law of the Property Act 1925 kindly obliged. This lays down the conditions which need to be satisfied for an effective legal assignment of a chose in action (such as a debt). We won’t bore you with the detail, but suffice to say that what’s important is that a legal assignment must be in writing and signed by the assignor, must be absolute (i.e. no conditions attached) and crucially that written notice of the assignment must be given to the debtor.

When assigning debts, it’s worth remembering that you can’t legally assign part of a debt – any attempt to do so will take effect as an equitable assignment. The main practical difference between a legal and an equitable assignment is that the assignor will need to be joined in any legal proceedings in relation to the assigned debt (e.g. an attempt to recover that part of the debt).

Recent cases which tell another story

Why bother telling you the above?  Aside from our delight in remembering the joys of debating the merits of legal and equitable assignments (ehem), it’s worth revisiting our textbooks in the context of three recent cases. Although at first blush the statutory conditions for a legal assignment seem quite straightforward, attempts to assign contractual claims such as debts continue to throw up legal disputes:

• In  Sumitomo Mitsui Banking Corp Europe Ltd v Euler Hermes Europe SA (NV) [2019] EWHC 2250 (Comm),  the High Court held that a performance bond issued under a construction contract was not effectively assigned despite the surety acknowledging a notice of assignment of the bond. Sadly, the notice of assignment failed to meet the requirements under the bond instrument that the assignee confirm its acceptance of a provision in the bond that required the employer to repay the surety in the event of an overpayment. This case highlights the importance of ensuring any purported assignment meets any conditions stipulated in the underlying documents.
• In  Promontoria (Henrico) Ltd v Melton [2019] EWHC 2243 (Ch) (26 June 2019) , the High Court held that an assignment of a facility agreement and legal charges was valid, even though the debt assigned had to be identified by considering external evidence. The deed of assignment in question listed the assets subject to assignment, but was illegible to the extent that the debtor’s name could not be deciphered. The court got comfortable that there had been an effective assignment, given the following factors: (i) the lender had notified the borrower of its intention to assign the loan to the assignee; (ii) following the assignment, the lender had made no demand for repayment; (iii) a manager of the assignee had given a statement that the loan had been assigned and the borrower had accepted in evidence that he was aware of the assignment. Fortunately for the assignee, a second notice of assignment - which was invalid because it contained an incorrect date of assignment - did not invalidate the earlier assignment, which was found to be effective. The court took a practical and commercial view of the circumstances, although we recommend ensuring that your assignment documents clearly reflect what the parties intend!
• Finally, in Nicoll v Promontoria (Ram 2) Ltd [2019] EWHC 2410 (Ch),  the High Court held that a notice of assignment of a debt given to a debtor was valid, even though the effective date of assignment stated in the notice could not be verified by the debtor. The case concerned a debt assigned by the Co-op Bank to Promontoria and a joint notice given by assignor and assignee to the debtor that the debt had been assigned “on and with effect from 29 July 2016”. A subsequent statutory demand served by Promontoria on the debtor for the outstanding sums was disputed on the basis that the notice of assignment was invalid because it contained an incorrect date of assignment. Whilst accepting that the documentation was incapable of verifying with certainty the date of assignment, the Court held that the joint notice clearly showed that both parties had agreed that an assignment had taken place and was valid. This decision suggests that mistakes as to the date of assignment in a notice of assignment may not necessarily be fatal, if it is otherwise clear that the debt has been assigned.

The conclusion from the above? Maybe it’s not quite as easy as first thought to get an assignment right. Make sure you follow all of the conditions for a legal assignment according to the underlying contract and ensure your assignment documentation is clear.

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In what circumstances can you assign a claim or cause of action?

Published by a lexisnexis dispute resolution expert.

This Practice Note sets out the requirements and considerations for permitted assignment of claims or causes of action in English civil litigation.

For guidance on how to assign a claim or cause of action, with particular consideration as to what should be included in the assignment documentation, see Practice Note: How do I assign a claim or cause of action?

Note: in this Practice Note, we refer to the assignment of both causes of action and claims. We define a cause of action as '...a factual situation the existence of which entitles one person to obtain from the court a remedy against another person' ( Letang v Cooper ) and a claim as the formal assertion of a cause of action by a claimant against a defendant. In the authorities , the phrases 'assigning a cause of action' and 'assigning a claim' are sometimes used interchangeably. For the purposes of this Practice Note, unless the context indicates otherwise, we refer to:

assigning 'causes of action' when considering whether the assignment

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Related legal acts:

• Courts and Legal Services Act 1990 (1990 c 41)
• Law of Property Act 1925 (1925 c 20)

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Requirements definition, what does requirements mean.

A DCO should include “Requirements” to which the development authorised by the DCO is to be subject. Similar to planning conditions, a requirement specifies the matters for which detailed approval needs to be obtained before the development can be lawfully begin.

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Home / Knowledge / Articles / Assignments of Claims or Judgment Debts

Assignments of Claims or Judgment Debts

• November 2016
• Corporate Recovery & Restructuring

Author: Chris Millar

A judgment debt can be assigned if it is in writing, unconditional, doesn’t purport to be by way of charge only, and relates to the whole of the debt. Notice of the assignment must be given to the judgment debtor. For enforcement of the Judgment, an Application will have to be made to the Court for the assignor to replace the assignee as judgment creditor.

In a MVL the judgment can be assigned to the shareholders, provided the company’s articles permit a distribution in specie, and the assignment complies with the company law requirements in relation to dividends in specie. Refer also to HMRC Extra Statutory Concession C16.

With regard to the assignment of a claim then the procedure follows that for the assignment of a judgment debt. We have been asked whether an administrator or liquidator needs to consider if a claim has merit before they can make an assignment pursuant to Section 246ZD? The short answer is yes; an administrator or liquidator could be open to criticism for assigning a claim that he is aware has no reasonable prospect of success. However, he would not have to do very much investigation to assess whether the claim clears this bar.

For further information contact Chris Millar on 01306 502225 or [email protected] .

Chris Millar

Senior Partner

Tel: +44 (0) 1306 502225

Office: Dorking Office

Email: [email protected]

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A list of members names is available for inspection at the above address Authorised and reguated by the Solicitors' Regualtion Authority SRA:  446286.  

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Assignment of insurance policies and claims | Practical Law

Assignment of insurance policies and claims

Practical law uk practice note w-031-6021  (approx. 19 pages).

Assigning a claim or interest

| 3 minute read

Assigning a legal claim can ensure that the case is kept alive. Often it can be transferred to another party who has more ability to deal with the legal costs of running the claim. Whatever your current funding issues - our team has the experience to help.

Legal proceedings, whether they be a litigation claim in court or any other type of dispute or negotiation, can be both expensive and extremely distracting for an individual or company. Whilst such matters are the business of solicitors, who are employed to deal with these types of issue, the client will almost inevitably have to spend substantial time assisting with the provision of factual information and the solicitor’s instructions.

One option available to a client is to try and get rid of a claim or interest and

• either sell it in its entirety, with the benefit of having no further involvement in otherwise arduous proceedings or paperwork, or
• sell it partially with the resultant benefit of not having to instruct solicitors, deal with complicated disputes or time-consuming litigation proceedings.

By assigning rights to an interest, claim or any other legal rights you may liquidate such rights and convert them to a monetary sum or, alternatively, allow someone else to take over the rights and recover on your behalf, with the cost that you may have to share with them the proceeds arising from any such matter.

What type of matter can be assigned?

Almost any legal right can be assigned, subject to certain legal exceptions and/or restrictions. This can include property rights, shareholdings, contractual rights and rights to issue and prosecute legal claims and litigation proceedings.

• the circumstances are dependent on your individual situation and where such rights require your heavy involvement, in terms of evidence or for any other reason, then assignment of any such claim may not always free you of the “distraction” of such proceedings.
• equally, in almost all circumstances where a right or claim is assigned then the assignee will require your ongoing involvement as and when required.

However, the advantage of assignment may be that you do not need to take on the cost of solicitors and you do not need to take on the risk (for litigation proceedings) that a legal costs order may be granted against you by the Court.

What are the risks of assigning such legal rights or a claim?

An assignment of property or asset rights is usually easier than the assignment of a claim or rights of action. Where the asset is identifiable and is only assigned by reason of the lack of an immediate cash or alternatively to relieve the assignor from an obligation (for example with a lease) then it should be a relatively straightforward legal transfer of such rights.

• where a claim is assigned, removal from the matter may not be so easy if you (or any employee) is required to assist with background matters, factual references, documentation or witness evidence.
• in addition, there remains the risk that the proceedings may not be run in the matter you would have preferred, there is an incorrect interpretation of the claim or a settlement is reached below that which you would have negotiated. Whilst this is of no concern when the claim is assigned in whole, if you retain an interest in the outcome then the assignment of the claim will not remove the need to keep “half an eye” on what is going on.

Simply put, the risk of assigning a legal interest or claim (in whole or in part – see our comments below) is that you lose control and the ability to make decisions on important aspects.

How is an assignment structured?

An assignment is structured usually on the basis of a legal contract assigning all or limited rights to the interest or claim. The document will usually provide, as the contract price, a payment or some other consideration and this is quite a common solution for claims that may lie with appointed Liquidators, administrators or trustees In bankruptcy.

For litigation claims, a claim can be assigned for a value in whole (but subject to the risk that you may need to stay involved to a limited extent as described above) or partially.

• quite often a litigation funder may acquire a claim in its entirety or in part by paying a premium and agreeing to share the proceeds with you in a similar way to a damages based agreement , by taking a percentage share of the claim.
• where the third party funder has taken control of such a claim (and the associated litigation proceedings) they will usually be named as the party, which protects you against any risk of a legal costs order against you as original beneficiary.

However, the percentage share taken of any claimed assigned in part will almost certainly be higher than would occur in any third party funding arrangement to fund legal costs associated to a claim or by use of a damages based agreement.

At Francis Wilks & Jones we are extremely familiar with working with assigned claims and litigation funders, particularly in an insolvency context, and we are always willing to discuss such options on an initial no obligation basis.

Please call any member of our commercial litigation team for your consultation now. Alternatively e mail us with your enquiry and we will call you back at a time convenient to you. We can advise you on all different funding options and find the solution which works best for you.

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No. III.2 - Assignment of claim

(a) The creditor (assignor) may assign his claim by contract to the assignee. An assignment is not subject to any form requirements. The assignment is valid irrespective of whether the debtor has been notified of the assignment. 

(b) A claim for the payment of a sum of money may be assigned in part. A claim for a non-monetary performance may be assigned in part only if the debtor consents to the assignment; or the claim is divisible and the assignment does not render performance significantly more burdensome for the debtor.

(c) An assignment is invalid if the assigned claim does not exist. A future claim may be the subject of an assignment but the transfer of the claim depends on its coming into existence and being identifiable as the claim to which the assignment relates.

(d) In a b2b-context, a contractual prohibition of, or restriction on, the assignment of a claim, agreed upon by the parties to the contract out of which the claim arises, does not affect the assignability of that claim.

(e) A claim is not assignable, if the parties intended that the promisee alone should be entitled thereto. Such an intention is presumed if the nature of the transaction involves personal confidence between the parties, or is otherwise such that personal consideration is of the essence of the contract. 

(f) An accessory right securing performance of the assigned claim is transferred to the assignee without a new act of transfer notwithstanding any agreement between the assignor and the debtor or other party granting that right, limiting in any way the assignor’s right to assign the receivable or the right securing payment of the assigned claim. If a non-accessory right is, under the law governing it, transferable only with a new act of transfer, the assignor is obliged to transfer such right and any proceeds thereof to the assignee.

(g) As soon as the assignment becomes effective the assignor ceases to be the creditor and the assignee becomes the creditor in relation to the claim assigned.

(h) The debtor may put forward against the assignee any defenses which at the date the assignment becomes effective were available to him against the assignor.

Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable or delegable by any party hereto without the prior written consent of the other party, and any attempt to assign or delegate any right, remedy, obligation or liability hereunder without such consent shall be void. Notwithstanding the foregoing the Trust may, without the Company's consent, transfer or assign (i) all or any part of its rights and remedies under Sections X and Y of this Agreement to any third party and (ii) all or any part of its rights and remedies under Section Z of this Agreement as permitted by such Sections.

Neither party may, unless upon written consent of the other party, transfer all or part of rights or obligations to the third party

Customer may not assign, rent, transfer, or sell any of it rights under this temporary Software license without the prior written consent of X (...) Customer may not assign its rights nor delegate its obligations under this Agreement unless X's written consent is obtained prior thereto and any such assignment or delegation without such consent shall be void

The benefits and responsibilities of this Contract shall be binding upon the respective successors and assigns of the parties hereto, but neither party may assign any portion of this contract to a separate legal entity without the prior written consent of the other party - International Contracting: Law and Practice - Larry A. DiMatteo - §2.05 B - S. 28

Any assignment of Seller's Contrct rights or delegation of Seller's duties shall be void, unless prior written consent is given by the Purchaser. Seller shall be responsible for all works or goods performed/supplied by sub-contractors under this Contract - International Contracting: Law and Practice – Larry A. DiMatteo – §6.05 A – S. 203

To accomplish the purposes of this Agreement and the Voting Trust Agreement, any transfer, sale, assignment, hypothecation, encumbrance, or alienation, regardless of the manner, circumstances, timing, or nature or such transfer, whether intervivos or at death (collectively, "Transfer"), of any Certificate(s) is void and transfers no right, title, or interest in or to those shares to the purported transferee, buyer, assignee, pledgee, or encumbrance holder, except as specifically provided herein.

The rights and obligations of the parties under this Agreement and under any Transaction shall not be assigned by either party without the prior written consent of Buyer (...)

This Contract shall be binding upon and inure to the benefit of the successors, assigns, personal representatives, and heirs of the respective Parties hereto, and the covenants, conditions, rights and obligations of this Contract shall run for the full term of this Contract. No assignment of this contract, in whole or in part, will be made without the prior written consent of the non-assigning party, which consent will not be unreasonably withhold or delayed; provided, however, either Party may transfer its interest to any parent or affiliate by assignment, merger or otherwise without the prior approval of the other Party. Upon any transfer and assumption, the transferor shall not be relieved of or discharged from any obligations hereunder unless such assumption is made in the transfer/assumption agreement.

None of the Parties is entitled to transfer its rights and obligations under the present Contract to the third Party without the other Party's previous written consent (such consent shall not be unreasonably withheld or delayed) (...)

(...) The rights and obligations of the Issuer, the Lessee and the Purchaser under this Paragraph X shall not be assignable upon any partial transfer of the Bonds.

X shall not assign its rights or delegate its obligations under this Agreement except as provided in Section X.

Without the prior written consent of the other Parties to this Agreement, no Party shall be entitled to assign any rights or claims under this Agreement, provided, however, that the Purchaser shall be entitled to transfer any rights or obligations under this Agreement and the entire Agreement to an entity which is directly or indirectly controlled by an entity directly or indirectly controlling the Purchaser or to any provider of debt finance for the purpose of security (being debt finance provided for the purposes of this Agreement)

(...) Merchant shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Company which consent may be withheld in the Company's sole discretion (...)

The terms, covenants and conditions herein contained shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. Buyer may not assign its rights under this Agreement without first obtaining Seller's written approval, which approval may be given or withheld in Seller's sole and absolute discretion. No assignment shall release or otherwise relieve Buyer from any obligations hereunder.

This Bond Purchase Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns, except that no party hereto may assign any of its rights or obligations hereunder without the consent of the other parties.

X shall have the right to assign its rights and obligations under this Agreement to any entity owning or acquiring all or substantially all of its stock or assets unless such assignment would materially diminish or otherwise materially adversely affect Y’s rights under the Agreement.

Neither party may, unless upon written consent of the other party, transfer all or part of rights or obligations to the third party.

The Contract shall extend to and be binding upon the successors and assigns of the Parties, but neither this Contract nor any part, specifically including the right to receive payment, shall be assigned or transferred by either Party or by law without the prior written consent of the other Party which shall not be unreasonably withheld, and any assignment or transfer made by either Party without the other Party's written consent need not be recognized by and shall not be binding upon the other Party.

Neither this Agreement nor any of the rights, interests or obligations provided by this Agreement may be assigned or delegated by any Party (whether by operation of law or otherwise) without the prior written consent of the other Parties, and any such assignment or delegation without such prior written consent shall be null and void (...)

This Agreement and the rights of the Parties hereunder may not be assigned by operation of law or otherwise (...)

If any Contract, Transferred Equity Interest (or any interest therein), Permit or other asset, which by the terms of this Agreement, is intended to be included in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing without the consent of another party thereto, the issuer thereof or any third party (including a Governmental Authority) ("Non-Assignable Assets"), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any such consent is obtained (...)

This Agreement and the performance of any duties hereunder may not be assigned, transferred, delegated (except as set forth below), sold or otherwise disposed of by a party other than with the prior written consent of the other party. Notwithstanding the foregoing, either party may delegate its performance to, or exercise its rights through, one or more Affiliates and may subcontract performance of its obligations hereunder in accordance with its practices prior to the Letter Agreement Effective Date or as otherwise expressly permitted herein; provided that in the event of any such delegation, exercise or subcontract, each party will remain liable and fully responsible for its Affiliates' and subcontractors' performance of and compliance with such party's applicable obligations and duties under this Agreement. Any assignment, transfer, delegation, sale or other disposition in violation of this Section X will be null and void.

The rights granted in this Agreement are personal to Newco and may not be assigned, in whole or in part, except to X or a Controlled Affiliate of X. In particular, any transferee of any shares of Series E Preferred Stock held by Newco (other than X or a Controlled Affiliate of X) will not acquire any rights hereunder. Subject to the foregoing, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

No assignment of this Agreement or of any rights or obligations hereunder may be made by any of the parties, directly or indirectly (by operation of law or otherwise), without the prior written consent of the other parties hereto and any attempted assignment without the required consents shall be void (...). No assignment of any obligations hereunder shall relieve the parties hereto of any such obligations. Upon any such permitted assignment, the references in this Agreement to the assigning party shall also apply to any such assignee unless the context otherwise requires.

Without the written consent of the other Party, no Party shall be entitled to assign any rights or claims under this Agreement to any third party (...)

(...) Seller hereby consents to the assignment of any claims of Purchaser under this Agreement to any banks or other lenders as collateral for any debt incurred by Purchaser or any Affiliate of Purchaser in connection with the financing of the Purchase Price or any other obligations of Purchaser under this Agreement.

This Agreement will bind and inure to the benefit of each Party's permitted successors and assigns. Neither party may assign this Agreement, in whole or in part, without the other Party's prior written consent, which consent shall not be unreasonably withheld or delayed (...)

Any Y Noteholder may at any time sell or assign all or any part of its rights and obligations under this Agreement and the Y Notes, with the prior written consent of X (such consent not to be unreasonably withheld or delayed), to one or more financial institutions or other entities (an "Acquiring Note Purchaser") pursuant to an assignment and assumption agreement, substantially in the form of Exhibit B (the "Assignment and Assumption Agreement"), executed by such Acquiring Note Purchaser, such assigning Y Noteholder and X; provided that the consent of X to such sale shall not be required if such Acquiring Note Purchaser is an Affiliate of Z and the assigning Y Noteholder promptly provides notice of such assignment to X and the Administrator.

Neither Party may assign, sell, transfer or otherwise convey, pledge or encumber any of its rights, obligations or interests under this Agreement without the prior written consent of the Party.

This Agreement may not be assigned by any party hereto without the other party's written consent (...)

Neither this Agreement nor any interest hereunder will be assignable in part or in whole by either party without the prior written consent of the non-assigning party, which consent will not be unreasonably withheld, conditioned or delayed.

Unless otherwise permitted pursuant to Clause X, the Buyer's rights under this Clause Y may not be assigned, sold, transferred, novated or otherwise alienated by operation of law or otherwise, without the Seller's prior written consent, which will not be unreasonably withheld. Any transfer in violation of this Clause Y will, as to the particular Aircraft involved, void the rights and warranties of the Buyer under this Clause X and any and all other warranties that might arise under or be implied in law.

Except as hereinafter provided, neither party may sell, assign, novate or transfer its rights or obligations under this Agreement to any person without the prior written consent of the other, except that either party may sell, assign or transfer its rights or obligations under this Agreement to any of its Affiliate without the other party's consent, provided that the assigning party will remain ultimately responsible for fulfillment of all obligations undertaken by such party in this Agreement.

Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any Party without the prior written consent of the other Parties. Subject to the foregoing, this Agreement and the rights and obligations set forth herein shall inure to the benefit of, and be binding upon, the Parties, and each of their respective successors and permitted assigns.

This Agreement shall inure to the benefit of and be binding upon and enforceable by the parties and their successors and permitted assigns. However, neither party may assign or delegate any of its rights or obligations under this Agreement without the prior written consent of the other party, except that X may assign its right to purchase the New Shares to one of its Subsidiaries in accordance with Section X but no such assignment shall relieve X of its obligations hereunder without the prior written consent of the Company.

This Letter Agreement and the rights and obligations hereunder shall not be assignable or transferable by either party (including by operation of law in connection with a merger or consolidation of such party) without the prior written consent of the other party hereto. Any attempted assignment in violation of this Section X shall be void. This Letter Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing herein expressed or implied shall give or be construed to give to any person, other than the parties hereto and such assigns, any legal or equitable rights hereunder .

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that this Agreement (and any of the rights, interests or obligations of any party hereunder) may not be assigned by any party without the prior written consent of the other parties hereto (such consent not to be unreasonably withheld) except as set forth in Section X). Any purported assignment of a party's rights under this Agreement in violation of the preceding sentence shall be null and void.

Neither party may assign its rights and obligations under this Agreement without the prior written consent of the other (...) – International Contracting: Law and Practice – Larry A. DiMatteo – §8.06 – S. 286

Distributor understands and acknowledges that the rights and duties set forth in this Agreement are personal to Distributor, and that Company has granted this Agreement in reliance on Distributor´s business, skill, financial capacity and the personal character of its principals. Accordingly, Distributor agrees that Company´s prior written consent shall be a necessary condition precedent to the sale, assignment, transfer, delegation, conveyance, pledge, mortgage, encumbrance, hypothecation or other disposition of any direct or indirect interest or rights in this Agreement - (International Contracting: Law and Practice – Larry A. DiMatteo – §9.02 – S. 326)

This License Agreement is personal to the licensee. The licensee shall not sublicense, franchise, assign or delegate to third parties any of the rights acquired hereunder. Neither this License Agreement nor any of the rights hereunder shall be sold, transferred or assigned by the licensee - (International Contracting: Law and Practice – Larry A. DiMatteo – §10.18 – S. 364)

(...) This Agreement may not be assigned by either party without the prior written consent of the other party

This Agreement may not be assigned by either party without the prior written consent of the other, except that X may assign the Agreement to its parent, any subsidiary or affiliate of X, or any successor in interest of X, without the consent of Y. Prior to retaining subcontractors to provide fulfillment, enrollment, authorization or records collection or maintenance for the Product or Services, Y will obtain the X's prior written consent authorizing the use of any such subcontractors. Each party will remain fully liable for its performance under this Agreement and actions of its subcontractors

The rights and liabilities of this Agreement shall be binding on and inure to the benefit of the respective parties and their respective heirs, legal representatives, successors and assigns. Neither party shall have the right to sell, transfer, assign, sublicense, or subcontract any right or obligation hereunder without first obtaining prior written consent from the other party

Except as expressly provided herein, the rights and obligations hereunder may not be assigned or delegated by any Party without the prior written consent of the other Party. Any purported assignment, sale, transfer, delegation or other disposition of such rights or obligations by a Party, except as permitted herein, shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns

Except to the extent provided by the foregoing, neither this Agreement nor any of the rights, interests or obligations of either party shall be assigned or delegated without the prior written consent of the other party. Notwithstanding the foregoing, either party may assign this Agreement to a successor in interest upon a change of control, merger, reorganization, or sale of all or substantially all of the assets of the assigning party. Any unauthorized assignment or delegation shall be null and void ab initio. All of the terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the respective successors and permitted assigns of the parties hereto.

Neither Party shall assign any right or Interest under this Agreement (other than the right to receive payments) nor delegate or assign any obligation to be performed under this Agreement, nor assign the entire Agreement without the other Party's prior written consent. Any attempt to assign any right, interest or obligation of this Agreement without such consent shall be void

(...) Except as otherwise expressly provided in this Agreement, neither Party may assign this Agreement or any rights or obligations hereunder, without the prior written consent of the other Party, and any such assignment shall be void; provided that either Party may assign this Agreement to a successor entity in conjunction with such Party's reincorporation in another jurisdiction or into another business form

This Agreement shall be binding upon, inure to the benefit of and be enforceable by the respective successors and assigns of the Borrower, the Equity Contributor, the Collateral Agent, the Loan Servicer and the Credit Parties; provided, however, that neither the Borrower nor the Equity Contributor may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each of X and Y. The Collateral Agent may not assign or transfer any of its rights or obligations hereunder except as permitted pursuant to the Common Agreement. Any other Credit Party may assign or transfer its rights hereunder in connection with an assignment or transfer of all or any part of its interest in Secured Obligations owed to it in accordance with the provisions of the Common Agreement. Any attempted assignment in contravention of this Section {X} shall be null and void.

Party B undertakes that during the period of bilateral cooperation, it will not transfer its rights and duties in this agreement to any third party.

The Parties may not assign any of their respective rights under this Agreement in whole or in part without the prior written consent of the other Party, which consent may be withheld in the sole discretion of such other Party. This Agreement is binding upon and inures to the benefit of the Parties and their successors and permitted assigns

The Collateral Agent shall have no authority to grant, convey or assign the Certificates of Title or change the notation of a security interest thereon or deal with the Certificates of Title in any way except as expressly provided herein.

(...) The parties hereto may not assign either this Agreement or any of their respective rights, interests or obligations hereunder (...)

Neither party shall assign its rights or delegate its duties hereunder without the prior written consent of the other, except to a third party pursuant to a merger, sale of all or substantially all assets, or other corporate reorganization. Any attempted assignment or delegation in contravention of this Article {X} shall be void and of no effect

Neither Party may assign and transfer its rights or obligations under or pursuant to the Implementation Agreement without the prior consent of the other Party and the Lenders; provided, however, that for the purpose of financing the construction, insurance, operation and maintenance of the Facility, {X} may assign or create security over its rights and interests (...)

The Purchaser may terminate the Contract in whole or in part, without prejudice to Purchaser's any other rights or remedies (...) if the Contractor shall assign or transfer the Contract or any right, without the consent in writing of the Purchaser

The Contractor shall not assign to any third party the Contract or any part thereof or any right, benefit, obligation or interest therein or thereunder without prior written approval by the Purchaser

The Parties hereby acknowledge and agree that no party shall have any right to assign, transfer or dispose of the benefit (or any part thereof) or the burden (or any part thereof) of this Agreement without the prior written consent of the other parties

This Agreement shall benefit and be binding upon the Parties hereto and shall not be sold, assigned, or otherwise transferred

The Borrower shall not assign or delegate any of its rights or duties hereunder without the prior written consent of the Lender and any attempted assignment without such consent shall be null and void.

The provisions contained herein shall be binding upon, and inure to the benefit of, the heirs and successors of the parties hereto. This Note may not be assigned by either party without the prior written consent of the other party, which consent shall not be reasonably withheld.

This Note and any interest herein may not be transferred, pledged or hypothecated by the holder hereof without the prior written consent of Parent; provided, however, that after the Maturity Date, if the Note is not satisfied by the issuance of the Note Satisfaction Shares, this Note shall not require such prior written consent of Parent for transfer (...)

This Note will be binding on and inure to the benefit of Parent and the Stockholder Representative and their respective successors and assigns; provided, however, that (i) Parent may not assign this Note in whole or part without the prior written consent of the Stockholder Representative and (ii) the Stockholder Representative may not assign this Note in whole or part on or prior to the Maturity Date without the prior written consent of Parent; provided, further, however, that this clause (ii) will not prevent any successor Stockholder Representative duly appointed and serving in such capacity pursuant to Section X of the Merger Agreement from succeeding as the holder of this Note in accordance with Section X hereof.

This Agreement binds and is for the benefit of the successors and permitted assigns of each party. Borrower may not assign this Agreement or any rights or obligations under it without Bank's prior written consent (which may be granted or withheld in Bank's discretion) (...)

All of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that neither the Parent Guarantor nor the Borrower may assign or transfer any of its rights or obligations under this Agreement without the consent of all Lenders.

This Note shall not be transferred, pledged, hypothecated, or assigned by either party without the written consent of the other party, which consent may be withheld in the other party's sole discretion. Notwithstanding the above, Payor may assign or transfer this Note to its parent company or to another wholly-owned subsidiary of Payor or its parent company, and Payor will notify Holder of any such transfer, pledge, hypothecation or assignment within five (5) business days thereof.

The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) (...)

All covenants and agreements contained by or on behalf of Borrower shall bind Borrower's successors and assigns and shall inure to the benefit of Lender, its successors and assigns. Borrower shall not, however, have the right to assign Borrower's rights under this Agreement or any interest therein, without the prior written consent of Lender.

This Agreement shall inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrower may not assign its rights and obligations hereunder (...) the Borrower agrees to execute any documents reasonably requested by the Lender in connection with any such assignment (...)

(...) Any attempted assignment, transfer, conveyance or other disposition (other than as aforesaid) of any interest in the rights of Employee to receive any form of compensation hereunder shall be null and void.

Unless otherwise provided by the Agreement, without the written consent of the other party, a party may assign any of its rights or obligations under the Agreement.

This Agreement may not be assigned by Manager or Consultant without the prior written consent of the other party, except that if this Agreement is assigned by Consultant to X or any subsidiary of the X, and such assignment is consented to by Manager, then the X (or its assignee) may, without prior consent, further assign this Agreement to any of its wholly-owned subsidiaries that is a taxable real estate investment trust subsidiary or if, necessary to satisfy REIT requirements and to maintain its REIT status, any other entity.

(...) No assignment or delegation of this Agreement or of any rights or obligations hereunder may be made by either the Company, Parent or Purchaser (by operation of law or otherwise) without the prior written consent of the other parties hereto and any attempted assignment or delegation without the required consents shall be void, provided that Purchaser may assign or delegate some or all of its rights or obligations hereunder to one or more Subsidiaries formed by it prior to the Closing. No assignment or delegation of any obligations hereunder shall relieve the parties hereto of any such obligations. Upon any such permitted assignment or delegation, the references in this Agreement to the Company, Parent or Purchaser shall also apply to any such assignee or delegatee unless the context otherwise requires.

Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of law or otherwise by any of the Parties without the prior written consent of the other Parties, and any assignment without such consent shall be null and void; provided, however, that, prior to the Closing, Parent and Merger Sub may assign this Agreement (in whole but not in part) to Parent or any of its direct or indirect wholly owned Subsidiaries after providing written notice thereof to the Company at least five (5) Business Days prior to such assignment and/or to any parties providing the Debt Financing solely for purposes of creating a security interest herein or otherwise assign as collateral in respect of such Debt Financing. No assignment by any Party shall relieve such Party of any of its obligations hereunder. Subject to the immediately preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and assigns.

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 any of the parties hereto without the prior written consent of the other parties hereto, and any such assignment without such prior written consent shall be null and void (...)

The Pledgor shall not transfer or assign the Pledge without prior written approval from the Pledgee prior to the full settlement and fulfillment of the Secured Obligations.

The terms and provisions of this Security Agreement shall be binding upon and inure to the benefit of the Grantors, the Agent and their respective successors and assigns (including all persons who become bound as a debtor to this Security Agreement), except that no Grantor shall have the right to assign its rights or delegate its obligations under this Security Agreement or any interest herein, without the prior written consent of the Agent (...)

This Agreement shall be binding upon and inure to the benefit of the successors and assigns of each Party hereto. Neither this Agreement nor any right or obligation hereunder may be assigned or delegated by either Party in whole or in part to any other Person, including by operation of law or in connection with any acquisition, merger, or change of control of a Party, without the prior written consent of the nonassigning Party.

In case any party to the joint venture intends to assign all or part of its investment subscribed to a third party, written consent shall be obtained from the other party to the joint venture, and approval from the examination and approval authority shall be required. If any Party proposes to transfer all or any part of its interest of the Joint Venture, the Party shall notify the other Party in writing of the terms and conditions of the proposed transfer at least thirty (30) days in advance. If a Party proposes to transfer all or any part of its interest of the Joint Venture to a third party, the other Party shall have a pre-emptive right to purchase such interest. If the other Party does not exercise its pre-emptive right of purchase within ninety (90) days after delivery of such notice, such other Party shall be deemed to have consented to such transfer. Neither Party can sell its ownership to the third Party with terms and conditions better than the offer to the other Party to the Joint Venture.

This Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of each party hereto. Except as otherwise specifically provided in this Agreement, neither this Agreement nor any right or obligation hereunder may be assigned or delegated in whole or in part to any other Person.

No party hereto shall have the right, directly or indirectly, by operation of law or otherwise, to assign, sell, pledge, mortgage, encumber or otherwise transfer all or any portion of its right, title or interest under this Agreement, except to an entity under common Control with such party and upon prior written notice to the other party. Any assignment, sale, pledge, mortgage, encumbrance or other transfer prohibited hereunder shall be null and void.

Except in connection with any lawful assignment of the Lease with the consent of the Landlord, the Tenant shall not, and shall not agree to, assign, transfer or otherwise encumber or attempt to assign, transfer or otherwise encumber the Letter of Credit and neither Landlord nor its successors in title and assigns shall be bound by any such assignment, transfer or encumbrance, attempted assignment, attempted transfer or attempted encumbrance.

(...) not to assign the whole of the Premises without the prior written consent of the Landlord (which consent shall not be unreasonably withheld or delayed).

This Bond Purchase Agreement will inure to the benefit of and be binding upon the parties hereto and their successors and assigns (...)

Any Financial Institution of the X Group may at any time and from time to time assign to one or more Persons (Purchasing Financial Institutions) all or any part of its rights and obligations under this Agreement pursuant to an assignment agreement, substantially in the form set forth in Exhibit VII hereto (the Assignment Agreement) executed by such Purchasing Financial Institution and such selling Financial Institution. The consent of X will be required prior to the effectiveness of any such assignment (...)

Any Financial Institution of the X Group may at any time and from time to time assign to one or more Persons (“Purchasing Financial Institutions”) all or any part of its rights and obligations under this Agreement pursuant to an assignment agreement, substantially in the form set forth in Exhibit X hereto (the “Assignment Agreement”) executed by such Purchasing Financial Institution and such selling Financial Institution (...)

(...) Buyer may assign its right to purchase Assets or delegate the duty to assume Assumed Liabilities in whole or in part to any Affiliate without the consent of the Company, but without releasing Buyer from any of its obligations hereunder. No assignment of any obligations hereunder shall relieve the parties hereto of any such obligations. Upon any such permitted assignment, the references in this Agreement to the assigning party shall also apply to any such assignee unless the context otherwise requires.

(...) X may assign this Agreement in its entirety to Y, provided that (i) such assignment shall not have the effect of causing a reduction in the level of performance of Agreement; and (ii) X guarantees Y's performance under the Agreement (...)

The Parties agree that Buyer may assign the right to purchase certain of the Purchased Assets to one or more Buyer Designees or that one or more Buyer Designees may enter into a Collateral Agreement. Notwithstanding any such assignment or execution of a Collateral Agreement by a Buyer Designee, Buyer shall remain liable for, and any such assignment or execution shall not relieve Buyer of, its obligations hereunder or thereunder. Any reference to Buyer in this Agreement shall to the extent applicable also be deemed a reference to the applicable Buyer Designee, except where in context of this Agreement such use would not be appropriate.

This Agreement may not be assigned by any party hereto without the other party's written consent; provided, that Buyer may transfer or assign in whole or in part to one or more Buyer Designee its right to purchase all or a portion of the Purchased Assets, but no such transfer or assignment will relieve Buyer of its obligations hereunder (...)

The Buyer will be entitled to assign its rights under this Agreement at any time due to a merger, consolidation or a sale of all or substantially all of its assets without the consent of the Seller, provided that: (i) the surviving or acquiring entity has executed an assumption agreement, in form and substance reasonably acceptable to the Seller, agreeing to assume all of the Buyer's obligations under this Agreement; (ii) at the time, and immediately following the consummation, of the merger, consolidation or sale, no Buyer Termination Event exists or will have occurred and be continuing; and (iii) there exists with respect to the surviving or acquiring entity no basis for a Buyer Termination Event.

Company shall have the right to transfer, assign or delegate, all or any part of its rights or obligations under this Agreement to any subsidiary, affiliate or successor or assign - (International Contracting: Law and Practice – Larry A. DiMatteo – §9.02 – S. 326)

X recognizes that Company may assign its rights and obligations hereunder (...) without X's prior approval in its sole discretion. X shall not assign its rights or delegate its obligations hereunder without the prior consent of the Company

(...) Y agrees to assign any such agreements to X that are freely assignable by Y and to request the consent of the customer to assign such agreements to X where consent by the customer for assignment is required, upon amendment or termination of the Distribution Agreement, as the case may be.

(...) Investor may at any time sell, assign, grant participations in, or otherwise transfer to any other Person all or part of the obligations of Company under this Bridge Note and the other Transaction Documents (...)

The Lender may assign to one or more Persons all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it), pursuant to documentation acceptable to the Lender and the assignee. From and after the effective date specified in such documentation, such assignee shall be a party hereto and, to the extent of the interest assigned by the Lender, have the rights and obligations of the Lender under this Agreement and the assigning Lender thereunder shall, to the extent of the interest assigned by the Lender, be released from its obligations under this Agreement (...)

(...) Bank has the right, without the consent of or notice to Borrower, to sell, transfer, assign, negotiate, or grant participation in all or any part of, or any interest in, Bank's obligations, rights, and benefits under this Agreement and the other Loan Documents.

The Lender may assign to one or more Eligible Assignees (as defined below) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it). For purposes of this Agreement, "Eligible Assignee" means any Person other than a natural Person that is (i) a Lender, an Affiliate of any Lender or, with respect to any Lender that is an investment fund, any other investment fund that is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor, (ii) a commercial bank, insurance company, investment or mutual fund or other Person that is an "accredited investor" (as defined in Regulation D under the Securities Act) or (iii) a corporate entity that possesses financial sophistication and standing similar to that of the Lender (...)

(...) the Lender may at any time (i) assign all or any part of its rights and obligations hereunder to any other Person with the consent of the Borrower, such consent not to be unreasonably withheld, provided that no such consent shall be required if the assignment is to an affiliate of the Lender or if an Event of Default exists, and (ii) grant to any other Person participating interests in all or part of its rights and obligations hereunder without notice to the Borrower (...)

As of the effective time of an applicable Restructuring Transaction, any Executory Contract or Unexpired Lease to be held by any Debtor or another surviving, resulting or acquiring corporation in an applicable Restructuring Transaction, will be deemed assigned to the applicable Entity, pursuant to section 365 of the Bankruptcy Code.

On the Effective Date, or as soon as reasonably practicable thereafter, the Debtors will transfer and assign to the Liquidating Trust the Liquidating Trust Assets, which shall be deemed vested in the Liquidating Trust. On and after the Effective Date, the Liquidating Trustee shall have discretion with respect to the timing of the transfers of Liquidating Trust Assets. Any checks of the Debtors issued prior to the Effective Date that remain un-cashed three (3) months after the Confirmation Date shall revert to the Liquidating Trust (...)

(...) Notwithstanding the foregoing, (i) Acquiror may assign this Agreement and any of its rights, interests or obligations hereunder, in connection with a merger, acquisition, sale or all or substantially all of its assets or other change in control transaction, and (ii) Acquiror may assign its rights and delegate its obligations hereunder to its Affiliates as long as Acquiror remains ultimately liable for all of Acquiror's obligations hereunder.

The Pledgee may transfer or assign all Secured Obligations and his right to the Pledge to any third party at any time. In this case, the assignee shall enjoy and undertake the same rights and obligations herein of the Pledgee as if the assignee is a party hereto. When the Pledgee transfers or assigns the Secured Obligations and its rights to the Pledge, at the request of the Pledgee, the Pledgor shall execute the relevant agreements and/or documents with respect to such transfer or assignment.

I agree that I will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, all my right, title, and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, ideas, trademarks or trade secrets, whether or not patentable or registrable under copyright or similar laws, which I may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time I am in the employ of the Company (collectively referred to as “Inventions”), except as provided in Section X below. I further acknowledge that all original works of authorship which are made by me (solely or jointly with others) within the scope of and during the period of my employment with the Company and which are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act. I understand and agree that the decision whether or not to commercialize or market any invention developed by me solely or jointly with others is within the Company’s sole discretion and for the Company’s sole benefit and that no royalty will be due to me as a result of the Company’s efforts to commercialize or market any such invention.

Now therefore, in consideration of the mutual covenants herein contained, the parties agree for themselves, their successors and assigns, as follows: Assignor hereby assigns, transfers, conveys and delivers to Assignee, effective as of {Month} {Day}, {Year} (the "Effective Date"), all of Assignor's right, title and interest in, to and under the Assets, subject to any existing liens and encumbrances on the Assets in favor of X arising under the terms of the Satellite Purchase Contract, but free and clear of all other liens and encumbrances. Assignee hereby accepts such assignment and agrees to assume, from and after the Effective Date, all of Assignor's rights, duties and obligations in, to and under the Assets set forth in SCHEDULE X, subject to any liens and encumbrances on the Assets in favor of X arising under the terms of the X Purchase Contract, but free and clear of all other liens and encumbrances. Upon such assignment and assumption, Assignor shall be released from all rights, duties and obligations with respect to the Assets, and Assignee agrees to reimburse Assignor for and hold Assignor harmless against any obligation to perform any of the assigned duties and obligations included in the Assets.

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162611 Assignment of Claims

• Published: August 2018
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‘Contractual claims represent a major tradable asset. They can be sold outright, as in the typical factoring transaction, or assigned by way of security for a loan or other obligation. The purpose of this Chapter is to set out principles and rules which are designed to facilitate the assignment of claims, whether individually or in bulk, whilst at the same time ensuring that the debtor’s rights are not prejudiced by the assignment.

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• Home News and Insights Assignment of claims by officeholders – a future regulatory storm for insolvency practitioners

Assignment of claims by officeholders – a future regulatory storm for insolvency practitioners

9th June 2022

The recent decision by the Court of Appeal in Re Edengate Homes (Butley Hall) Limited (in Liquidation) 2022 has focused many practitioners’ minds on the issues and potential pitfalls concerning the assignment of causes of action by officeholders to litigation funders.

The role of an officeholder is to realise an estate’s assets for the benefit of all stakeholders, including in particular the general body of creditors. For several years now officeholders have been able to assign not only any causes of action that vest in the estate directly, but also officeholder claims.

At the same time we are also seeing an increasingly competitive market, with increasing numbers of entrants to the litigation funding marketplace.

Whilst there can be no doubt that litigation funding can be of invaluable use to insolvency practitioners, since often there are little or no funds within an estate to pursue or investigate causes of action, the concern is that too often situations arise where insolvency practitioners have assigned a cause of action for a relatively modest lump sum that is invariably used to meet fees.  This is often combined with an entitlement to a  limited share of any net recoveries, but often in the writer’s experience the insolvency practitioner’s file does not clearly record what other alternatives were considered, or what steps were taken to maximise returns for the general body of creditors.

The decision in Re Edengate concerned a challenge to the validity of an assignment of a cause of action by an officeholder. While the challenge in Edengate was unsuccessful, on the facts of that particular case certain findings of the Court of Appeal could be subject to further appeal. One also must consider from an insolvency practitioner’s perspective how a regulator would view actions taken by an insolvency practitioner when assigning a cause of action.

Re Edengate Homes (Butley Hall) Limited (in Liquidation)

On 28 April 2022 the Court of Appeal handed down a judgment in respect of Edengate. This concerned an appeal by Adele Lock (‘Mrs Lock’), a former creditor and former director of Edengate. The appeal concerned Edengate being placed into liquidation, and its only asset was a cause of action against Mrs Lock and members of her family.

Mrs Lock sought to challenge the validity of the assignment of the claim to a litigation funder, Manolete Partners plc (‘Manolete’), primarily on the basis that her and her family were not given an opportunity to purchase the cause of action.

Mrs Lock was unsuccessful both at first instance, before the Business & Property Courts in Manchester in November 2021, and before the Court of Appeal.

Mrs Lock sought to challenge the assignment of the cause of action, and it ought to be borne in mind the corresponding similar provisions in other types of insolvency appointment, pursuant to s168(5) Insolvency Act 1986 which provides that:

“If any person who is aggrieved by any act or decision of the Liquidator, that person may apply to the court, and the court may confirm, reverse or modify the act or decision complained of, and make such order in the case as it thinks just.”

In the correct circumstances s168 Insolvency Act 1986 provides the court with the ability to set aside an assignment to a litigation funder.

On 26 November 2015 Edengate was placed into creditors voluntary liquidation.  Whilst not revealed in the statement of affairs, there were monies owing to Edengate in respect of directors’ loans, and from connected debtors, estimated at approximately £2m. Mrs Lock was shown as a creditor in the statement of affairs for approximately £2m.

Although the company had been placed into creditors voluntary liquidation, a trade creditor petitioned for the compulsory winding-up of the company, and a winding-up order was made on 15 March 2016. The liquidator appointed following the making of the compulsory winding-up order was of the view that the company had substantial claims against Mrs Lock, her husband, her parents, and her parents’ company based upon transaction at an undervalue, preference and misfeasance. The value of those claims was estimated at £1.2m, and were disputed by Mrs Lock and her family. On 1 February 2018 solicitors instructed to act on behalf of the liquidator asserted claims against Mrs Lock’s parents, but not (for reasons unknown)  against Mrs Lock for the lesser sum of £1,198,222.

This resulted in discussions taking place between Mrs Lock and the liquidator in relation to threatened proceedings. Although disputed, Mrs Lock in evidence before the court suggested that on 8 February 2018 she discussed the possibility of taking an assignment of the cause of action from the liquidator, but accepted that no formal offer was made to take an assignment.

In the absence of a settlement being reached the liquidator had little or no funds within the appointment to pursue the claims. The liquidator considered alternative funding possibilities, and sought the views of the majority trade creditor who was not prepared to provide funding or to take an assignment of the cause of action.

The liquidator also considered instructing solicitors pursuant to a CFA agreement, combined with an ATE insurance policy (notwithstanding that the premium could be insured), but formed the view that this was unlikely to be practical.

As a result the liquidator sought to assign the cause of action to a litigation funding company, and an offer was received from Manolete in April 2019 for £20,000 together with a percentage of net recoveries.

Following receipt of this offer the liquidator’s solicitors wrote to Mrs Lock’s parents putting them on notice that they were considering assigning the cause of action, and in the absence of settlement being reached within a period of time the cause of action would be assigned to the litigation funder.

This letter, it is accepted, was forwarded to Mrs Lock by her parents. In Edengate therefore Mrs Lock was aware that the cause of action would be assigned to Manolete, and that she had been put on notice of the proposed assignment.

No offer was made to settle the claims at that point in time, and the assignment to Manolete was ultimately progressed on 24 September 2019. The sum of £30,000 was paid on assignment, and an improved percentage of net recoveries was agreed with Manolete.

Up to and including the date of the assignment, whilst a cause of action had been intimated against Mrs Lock’s parents, no formal claim had been asserted against Mrs Lock or her husband. The definition of the ‘ Claim ’ in the assignment to Manolete was very broad, and included any causes of action against Mrs Lock and her husband.

Following the issue of a letter before action in early 2020, proceedings were issued on 19 January 2021. Proceedings were issued against Mrs Lock, her husband, her parents, and her parents’ company. Following preliminary steps, trial was listed to take place in December 2021. The claim was disputed.

On 18 February 2021 Mrs Lock issued an application to set aside the assignment of the cause of action to Manolete, which was heard on 28 October 2021. It is not clear why an application to set aside the assignment was not made prior to the issue of proceedings when Mrs Lock was on notice of the assignment.

Requirements of s168(5) Insolvency Act 1986

To succeed in a challenge pursuant to this section of the insolvency legislation an applicant must not only demonstrate whether it falls within the category of persons entitled to make such an application (i.e. any person aggrieved), but must also demonstrate that it has “ an underlying legitimate interest in the relief sought “.

In this instance Mrs Lock was a creditor, although she would not be entitled to claim set-off in respect of the cause of action against her, and therefore prima facie she was a member of the class of persons entitled to seek to challenge the validity of the assignment.

The court held that Mrs Lock’s claim as a creditor however had to be aligned with the interests of the class of general body of creditors – namely with a view to maximising recoveries for the estate from the assigned claims.

In addition, adopting the criteria laid down by the court in Re Edennote Ltd, any applicant pursuant to s168 Insolvency Act 1986 would have to demonstrate that, in this instance, the liquidator’s decision to assign the cause of action was ‘ perverse ’.

In summary to succeed on a challenge the applicant must demonstrate that:

• They form part of the category of persons entitled to make the application under the relevant section – in this instance a creditor
• The liquidator’s decision was perverse, namely that it was “ so utterly unreasonable and absurd that no reasonable man would have done it “.

Standing to make the application

A creditor, in order to form part of the class of applicant entitled to make an application, must be a ‘substantial creditor’ – i.e. a creditor who is owed more than a minimal amount. The fact that the creditor who issues the application is also a defendant does not mean that they cannot issue such an application.

In Re Edennote Ltd it was held that “any person aggrieved” as set out in s168(5) Insolvency Act 1986, by reference to s20 Bankruptcy Act 1869, included “any creditor, debtor or other person aggrieved”. Re Edennote Ltd confirmed that an outsider to a liquidation had no standing to make such an application, from which it follows that if for example another litigation funder had submitted an unsuccessful competing offer they could not bring an application.

The Court of Appeal in Edengate found that, in addition to being a creditor, the interests of the applicant had to be aligned with the interests of the class of the general body of creditors. The purpose of seeking a challenge to set aside must not be, for example, to ‘stifle a claim’. The applicant must demonstrate that the purpose of the application is to maximise realisations for the benefit of the general body of creditors.

Logically this involves an analysis of whether the applicant (or indeed potentially a third party if a regulatory complaint were to be made) would have offered a greater amount than ultimately a litigation funder had taken the assignment of the relevant cause of action for.

In Edengate Mrs Lock was notified of potential claims prior to assignment, and effectively given an opportunity to put forward an offer by way of settlement or to take an assignment of the cause of action.  She was notified of the proposed assignment of the causes of action before they were assigned to Manolete. That, however, is not the case in other instances where insolvency practitioners have simply assigned a cause of action to a litigation funder. In Edengate there was no suggestion that Mrs Lock would be willing, or had ever been willing, to match or beat the offer made by Manolete.

In circumstances, where claims have not been intimated at all, and where the proposed defendants are creditors for more than a minimal amount, simply assigning a cause of action without notification of any proposed claim, and/or putting the defendants on notice of the proposed assignment, it is submitted entails potential regulatory and financial risks for assignor office-holders.

The Court of Appeal confirmed in Re Edennote Ltd that the court would only interfere with the act of an officeholder where the officeholder had “ done something so utterly unreasonable and absurd that no reasonable man would have done it “. The Court of Appeal held that whilst it may be sensible, or good practice, to give a defendant an opportunity to submit an offer to acquire or settle a cause of action prior to assignment, failure to do so was not necessarily perverse.

Whether an assignment is perverse will depend upon a scrutiny of all the facts of any particular case. Re Edennote Ltd contains several important features that were not present in Edengate, namely:

• In Re Edennote Ltd (the dispute concerned Terry Venables, Lord Alan Sugar, and Tottenham Hotspur plc) the liquidator had incorrectly believed that he could not assign a cause of action to a proposed defendant (such assignment can take place as confirmed in both Re Edennote Ltd and Re GMEL ).
• The liquidator failed to take advice as to the effects of assignment regarding security for costs.
• The judgment in Edengate cites the following passage from the judgement of Lord Justice Nourse in Re Edennote Ltd :

“ It is certainly possible for the liquidator to do something so utterly and unreasonably absurd that no reasonable man would have done it … simply by selling an asset … without taking into account the possibility that a third party may well have made a far better offer to whom it was sold … “.

• At first instance in Edengate the judge criticised the liquidator for not advising Mrs Lock directly that the cause of action was to be assigned to Manolete, but did not go as far as to suggest that that failure was ‘perverse’.

The test as to whether an assignment is perverse is objective. The Court of Appeal in Edengate ruled that the decision was not perverse because Mrs Lock never followed up her suggestion made at a meeting with the liquidator in late February 2018 that she might be interested in buying the claims i.e. She did not make an offer, and her parents did not respond to the letters advising that the claims were to be assigned. The court was not satisfied that Mrs Lock would have made an offer, she had an opportunity to do so, and the court was not satisfied that a third party would offer a greater amount of the cause of action.

The relief following inter alia s168 Insolvency Act 1986 is discretionary. In a situation where an application to set aside the cause of action is made late in the day, the court will not readily assign a cause of action and delay trial.

Is an assignment of a cause of action to a litigation funder capable of assignment?

Notwithstanding that the appeal in Edengate was unsuccessful, the writer’s view is that an assignment of a cause of action to a litigation funder is capable of being set aside subject to being able to demonstrate that:

• the applicant would have submitted a greater bid for the cause of action
• The applicant was in a position financially to submit a greater bid than that accepted upon assignment
• The applicant had not been given notice of a potential claim, or at the very least put on notice of the intention to assign the cause of action to a third party, prior to the assignment taking place
• The offer accepted for the cause of action was ‘perverse’.

The definition of what constitutes perverse is capable of challenge.

The concern is that there have been instances where insolvency practitioners have simply assigned causes of action for a modest amount, together with perhaps a percentage of recoveries, and yet the market has not been tested, and there is no suitable file note as to why the assignment has taken place.

The lump sum payment received on completion is often used to meet the insolvency practitioner’s fees, and does not result in a return for the general body of creditors. In cases that involve a percentage of net recoveries, there may also be realisations for the estate in the final analysis. However, what if there isn’t, and how can a licensed insolvency practitioner say that the assignment is in the best interests of the general body of creditors if the market has not been tested?

Misfeasance and paragraphs 73 & 74 Schedule B1 Insolvency Act 1986

There is a risk that if an insolvency practitioner assigns a cause of action without taking the appropriate steps, and preparing a suitable file note to explain the rationale for any assignment, they could be subject to scrutiny from inter alia creditors and their regulatory body.

Creditors could progress proceedings by misfeasance in a liquidation, challenge the administrator’s conduct pursuant to paragraphs 73 & 74 Schedule B1 of the Insolvency Act 1986, or in bankruptcy an application pursuant to ss303 & 304 Insolvency Act 1986. The aforementioned involve a claim for financial redress against the officeholder.

Why should the general body of creditors suffer financially if an officeholder has not taken the correct steps prior to assigning a cause of action? As the litigation funding market continues to develop, invariably there will be greater scrutiny on insolvency practitioners arising due to the assignment of causes of action.

Regulatory implications

In addition to the risk of a challenge pursuant to inter alia s212 Insolvency Act 1986, there is significant concern that going forwards regulators will be asked to scrutinise an officeholder’s conduct when assigning a cause of action.

A regulator would consider not primarily consider whether an assignment is capable of being challenged, which is a matter for the court, but primarily whether the office-holder’s actions meet the requisite duties of care and standards expected.

Well-advised persons aggrieved by an assignment of a cause of action it is submitted would in the first instance complain to the regulator through the gateway, as opposed to simply challenging an assignment at court, as this would not place them at risk on costs.

Suggested steps to be taken by an insolvency practitioner prior to assigning a cause of action

Insolvency practitioners ought to consider the Official Receiver’s guidance in relation to assigning causes of action, which is useful. The summary of the steps to be taken by the Official Receiver before considering an assignment of a cause of action are as follows:

• Identify the cause of action that is capable of assignment, and the extent to which it falls within the estate and is capable of assignment either as a legal estate claim or as an officeholder claim;
• Identify the merits of the cause of action, and whether the same is frivolous or vexatious;
• If the claim is frivolous or vexatious it ought not to be assigned;
• If a claim is not frivolous or vexatious, and assignment is not barred by (for example) contractual conditions, an assignment ought not to be made without testing the market;
• When testing the market, the cause of action to be assigned ought to be offered inter alia to the defendant in accordance with the principles established in Re GMEL and Re Pennyfeathers . All potentially interested parties, including the defendant, should be given an opportunity to submit an offer for the cause of action that is offered for assignment; &
• A cause of action ought not to be assigned if any offer received is derisory.

The Official Receiver’s technical manual contains  ‘good guidance’ that ought to be considered by all officeholders. The writer however would go further and suggest the following steps that it is submitted ought to be taken prior to assigning a cause of action. The suggested steps below ought to be recorded in a full file note that is maintained on file prior to assigning any cause of action:

• With the assistance of solicitors if appropriate, identify what causes of action the company or the officeholders have, and as against whom;
• Discount any causes of action that are frivolous or vexatious, which ought not to be assigned;
• Consider how any potential claim can be investigated further, and funded;
• Instructing solicitors pursuant to a CFA or DBA agreement;
• Seek funding from majority creditors;
• How to meet the costs of putting in place ATE insurance if appropriate, to include the self-insuring option; &
• The risk of a successful application for security for costs, considering the principles established inter alia in D’Jan of London
• Once a cause of action has been identified, write to the proposed defendants putting them on notice of the potential cause of action, attaching core documentation, and inviting them to put forward proposals. This need not necessarily be, in the first instance, a pre-action protocol letter before action;
• To explore all avenues of funding the claim, to establish which is likely to achieve the greatest return for the general body of creditors, and which are not capable of being progressed.
• If appropriate, invite offers from litigation funders. We would suggest inviting offers from at least two or three litigation funders, so that offers received can be compared and the best offer accepted in principle;
• At the same time invite offers from all interested parties (to include proposed defendants, and majority creditors) to take an assignment of the causes of action;
• Compare all offers received. In the event that the best offer is received from a litigation funder, who will be in a position to fully fund proceedings, notify the proposed defendants that an offer has been received from a litigation funder and afford them a final opportunity of (say) 21 days to put forward offers of settlement or to take an assignment of the cause of action, failing which the proposed defendants are expressly put on notice that the claim will be assigned without further notice;
• Limiting the definition of “ the Claim ” to be assigned – the definition in most assignments is so wide that it encompasses any potential claim that may exist and vest in the estate or that can be progressed by the insolvency practitioners. To avoid future criticism, limit the definition of the cause of action to be assigned to specifically the claims identified, and no others.
• Increase the scope of the indemnity – when negotiating with a litigation funder always seek to increase the standard indemnity in any assignment so that it includes not only the matters usually covered, but also specifically an indemnity in respect of a challenge to the assignment, any misfeasance claim, and any claim pursuant to paragraph 74 Schedule B1 Insolvency Act 1986.

Whilst there is nothing perverse in assigning causes of action to litigation funders, and the emphasis must always be on maximising recoveries for the general body of creditors, it is suggested that the steps suggested above ought to be taken so as not to expose assignor office-holders to financial and regulatory risk. A full file note should be kept in order to explain the rationale for any assignment. In the writer’s opinion offering causes of action to proposed defendants is key, since it could generate greater returns for the general body of creditors as a well-advised defendant may be advised to submit a higher offer than a third party whose objective is to generate a profit.

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Assignment Of Claim By A Liquidator

Home / Insolvency Guides And Information / Assignment Of Claim By A Liquidator

Overview Of Assignment Of Claim By Liquidator

During the course of a Liquidation , assignment of a claim by a Liquidator may be an issue that crops up as part of the winding down of the company.

What Is Assignment Of Claim?

Assignment of claim is the process that is typically processed through a document called a Deed Of Assignment whereby a claim or a cause of action that belonged to a Liquidator or a company that has gone into Liquidation is assigned to another party.

Factors For A Liquidator To Consider On Any Assignment

In order for the issue of the assignment of a claim to be considered by the Liquidator, he or she will usually need to consider:

• Details of the precise causes of action that they are asked to assign.
• Documents that evidence the facts that give rise to those causes of action.
• Terms upon which the Liquidator is asked to agree to the assignment ie. payment of monies in exchange and the timescales for receipt of those funds.
• Legal advice (or use of their own professional judgment) as to the merits of the suggested claims.
• The benefit to creditors from the assignment.
• Whether the Liquidator considers that it is in the best interests of creditors to run the claim(s) instead of granting an assignment.
• How to deal with claims that appear lacking in merit.

Claims Lacking Merit Or Spurious

If the claims proposed to be assigned do not seem meritorious, hopeless or very weak then a Liquidator may well be likely to refuse to grant any assignment.

The risk to a Liquidator who grants an assignment of a spurious claim is that it could give rise to a complaint and the Court may venture its displeasure in any judgment. It is possible, particularly if there is deferred consideration that the Court could actually award adverse costs against the Liquidator personally if he or she assigned a spurious claim that failed.

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It is often the case, that insolvency claims are pursued against former directors of the insolvent company or persons connected to them.  It is also often the case, that such claims are assigned to a litigation funding company given lack of funds in the insolvent estate to pursue them.  This is what happened in Lock v Stanley where various claims against the former directors, their parents and connected company were assigned to Manolete.  

The decision of the Court of Appeal in Lock v Stanley provides comfort to assignees of insolvency claims that defendants will not be able to avoid claims by seeking to attack the assignment where their interest is self-serving, and that liquidators are not obliged to offer to assign an insolvency claim to a proposed defendant.

It also reminds liquidators that although s168(5) of the Insolvency Act 1986 (“Act”) allows aggrieved persons to challenge their decisions, unless the applicant has a legitimate interest and there will be a benefit to creditors as a whole in reversing or modifying the liquidator’s decision, an applicant is unlikely to have standing to challenge.

Proceedings were issued by Manolete against the former director Mrs Lock and other family members, and listed for trial in December 2021, but Mrs Lock sought to set aside the assignment to Manolete on the basis that she and her family were not given an opportunity to purchase the claims against them.

The claims alleged transactions at undervalue, misfeasance and preference to the tune of £1.2m, which, if successful were estimated to see a return to the insolvency estate of c£800,000.

Mrs Lock had suggested in an early meeting that she might be interested in buying the claims, but (1) she did not follow this up, (2) was aware of the liquidator’s intention to litigate against her parents (even if not her at that point), (3) the intention to assign the claims to a litigation funder and (4) there was no reason to think that Mrs Lock or her parents could offer a better deal.

Basis of challenge

Section 168(5) of the Act enables a creditor, debtor or other aggrieved person to challenge an act or decision of a liquidator, which the court can then confirm, reverse or modify.   Mrs Lock was also a creditor of the insolvent company, so it was on this basis, that she relied on s168(5) and sought to set aside the liquidator’s assignment of the claims.

Although Mrs Lock was a creditor, the Court of Appeal confirmed the approach taken in previous authorities that being a creditor is not on its own sufficient to apply for relief under s168(5), an applicant must also have “a legitimate interest in the relief sought”.

What is a legitimate interest?

What it is not, is where the applicant’s interest is adverse to the liquidation and the interests of creditors.

In this case, Mrs Lock could not act as both creditor and defendant because on the one hand as a creditor she had an interest in the claims being upheld and turned into as much money as possible, whereas wearing her other hat as defendant, her interest was to defend the claim and pay as little as possible.

Mrs Lock’s interests were not therefore aligned with the interests of creditors generally, which were to maximise the recovery to the estate and as such, she did not have a legitimate interest in the relief sought. Mrs Lock’s interest was to protect herself and her family from the claims being pursued.   In light of this, the court at first instance had held that Mrs Lock did not have standing to make the application, and the Court of Appeal up held this on appeal.

When might someone have standing to challenge a liquidator’s decision?

It is clear from cases such as Re Edennote that an outsider to the liquidation has no standing to bring proceedings under s168(5). For others (creditors, debtors or aggrieved persons), they do, but relief must be in the interests of all creditors, and not for other motivation or reason.   This will of course be a question of fact, but if an aggrieved person is seeking to protect, prevent or otherwise advance the interests of others (not creditors) then a court is likely to find that they do not have standing to challenge the act or decision of a liquidator in the first instance.

Even if someone has standing to challenge a decision, the court, as also confirmed in Lock v Stanley that it will rarely interfere with that decision unless it is perverse i.e. it was unreasonable and no other liquidator would have made that decision.

In this case, the fact that Mrs Lock (amongst other things) never followed up her suggestion to buy the claims, was aware of the pending litigation and no offer was on the table meant that the liquidator’s decision to assign the claims to Manolete was not perverse.

Should office holders give proposed defendants the opportunity to make an offer to purchase a claim before assigning it?

The Court of Appeal said it may be sensible or good practice, but office holders are not under a duty to do so and failure to give a defendant an opportunity to acquire a claim is not necessarily wrong.   That said, office holders should consider the position carefully, because if a defendant is in a position to propose a better deal, failing to properly explore that option could leave the office holder’s decision open to challenge.

Sensibly, therefore, officer holders should explore the possibility that a defendant might be willing to make a better offer in return for the claims being assigned.  However, whether an offer is better is a bit more tricky to judge.  For example, an offer that proposes a lower payment but which removes the litigation risk of pursuing the claim could, in some cases be better.

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⛪ Assignment of claim

An assignment of claim is a legal document that transfers one person's (the assignor's) rights to another person (the assignee). The assignment of claim can be used to transfer anything of value, including money, property, or legal rights.

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Standard Agreement To Assign The Benefit Of A Claim For The Freehold (Or Extended Lease) Served Prior To Exchange (Leasehold House)

England and Wales

Assignment of claims

The European Commission proposes to harmonise conflict of laws rules on the third-party effects of assignment of claims

When claims are assigned across borders, it's not always easy for investors, credit providers and other market participants to know which national law applies to determine who owns the assigned claims. Different national rules about the third-party (or ownership) effects of assignments of claims complicate the use of claims as collateral and make it difficult for investors to price the risk of debt investments.

Removing legal uncertainties about the ownership of claims after they have been assigned on a cross-border basis is important for the assignor and the assignee of the claims. However, it is also essential for market participants who are not party to the assignment but who interact with any of the parties and need certainty about who has legal title over the assigned claims.

Commission initiatives

The  Action plan on building a capital markets union , adopted by the Commission in September 2015, envisaged targeted action on securities ownership rules and third-party effects of assignments of claims.

In order to consult all interested parties, in February 2017 the Commission published an  inception impact assessment  providing an overview of the problems to be addressed and the possible solutions.

In April 2017, the Commission launched a public consultation ( consultation on conflict of laws rules for third party effects of transactions in securities and claims ) and established an Expert group on conflict of laws regarding securities and claims. The members of the Expert group assisted the Commission by providing specialist advice on private international law and financial markets as a sound basis for policymaking.

On 12 March 2018, the Commission proposed the adoption of common conflict of laws rules on the third-party effects of assignments of claims . The proposal provides that, as a rule, the law of the country where the assignor has its habitual residence will govern the third-party effects of the assignment of claims. As an exception, the law of the assigned claim will govern the third-party effects of the assignment of specific claims. By introducing legal certainty, the new rules will promote cross-border investment, enhance access to credit and contribute to market integration. The proposal, which deals with the law applicable to the ownership questions of assignments of claims, complements the rules in the Rome I Regulation , which deal with the law applicable to the contractual questions of assignments of claims.

Previous work in relation to claims

The question of the third-party effects of assignments of claims was raised when the  Rome Convention  was being transformed into the Rome I Regulation ( Regulation (EC) No 593/2008 ). The Rome I Regulation did not address the issue, but required the Commission to prepare a report on the matter. To that effect, the Commission asked the British Institute of International and Comparative Law (BIICL) to carry out a study and the Commission presented its report in September 2016

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FAC Number: 2024-05 Effective Date: 05/22/2024

Subpart 32.8 - Assignment of Claims

32.800 scope of subpart..

This subpart prescribes policies and procedures for the assignment of claims under the Assignment of Claims Act of1940, as amended, ( 31 U.S.C.3727 , 41 U.S.C.6305 ) (hereafter referred to as "the Act").

32.801 Definitions.

Designated agency , as used in this subpart, means any department or agency of the executive branch of the United States Government (see 32.803 (d)).

No-setoff commitment , as used in this subpart, means a contractual undertaking that, to the extent permitted by the Act, payments by the designated agency to the assignee under an assignment of claims will not be reduced to liquidate the indebtedness of the contractor to the Government.

32.802 Conditions.

Under the Assignment of Claims Act, a contractor may assign moneys due or to become due under a contract if all the following conditions are met:

(a) The contract specifies payments aggregating $1,000 or more.

(b) The assignment is made to a bank, trust company, or other financing institution, including any Federal lending agency.

(c) The contract does not prohibit the assignment.

(d) Unless otherwise expressly permitted in the contract, the assignment-

(1) Covers all unpaid amounts payable under the contract;

(2) Is made only to one party, except that any assignment may be made to one party as agent or trustee for two or more parties participating in the financing of the contract; and

(3) Is not subject to further assignment.

(e) The assignee sends a written notice of assignment together with a true copy of the assignment instrument to the-

(1) Contracting officer or the agency head ;

(2) Surety on any bond applicable to the contract; and

(3) Disbursing officer designated in the contract to make payment.

32.803 Policies.

(a) Any assignment of claims that has been made under the Act to any type of financing institution listed in 32.802 (b) may thereafter be further assigned and reassigned to any such institution if the conditions in 32.802 (d) and (e) continue to be met.

(b) A contract may prohibit the assignment of claims if the agency determines the prohibition to be in the Government’s interest.

(c) Under a requirements or indefinite quantity type contract that authorizes ordering and payment by multiple Government activities, amounts due for individual orders for $1,000 or more may be assigned.

(d) Any contract of a designated agency (see FAR 32.801 ), except a contract under which full payment has been made, may include a no-setoff commitment only when a determination of need is made by the head of the agency , in accordance with the Presidential delegation of authority dated October 3,1995, and after such determination has been published in the Federal Register. The Presidential delegation makes such determinations of need subject to further guidance issued by the Office of Federal Procurement Policy. The following guidance has been provided:

Use of the no-setoff provision may be appropriate to facilitate the national defense ; in the event of a national emergency or natural disaster; or when the use of the no-setoff provision may facilitate private financing of contract performance. However, in the event an offeror is significantly indebted to the United States , the contracting officer should consider whether the inclusion of the no-setoff commitment in a particular contract is in the best interests of the United States . In such an event, the contracting officer should consult with the Government officer(s) responsible for collecting the debt(s).

(e) When an assigned contract does not include a no-setoff commitment , the Government may apply against payments to the assignee any liability of the contractor to the Government arising independently of the assigned contract if the liability existed at the time notice of the assignment was received even though that liability had not yet matured so as to be due and payable.

32.804 Extent of assignee’s protection.

(a) No payments made by the Government to the assignee under any contract assigned in accordance with the Act may be recovered on account of any liability of the contractor to the Government. This immunity of the assignee is effective whether the contractor’s liability arises from or independently of the assigned contract.

(b) Except as provided in paragraph (c) of this section, the inclusion of a no-setoff commitment in an assigned contract entitles the assignee to receive contract payments free of reduction or setoff for-

(1) Any liability of the contractor to the Government arising independently of the contract; and

(2) Any of the following liabilities of the contractor to the Government arising from the assigned contract:

(i) Renegotiation under any statute or contract clause .

(ii) Fines.

(iii) Penalties, exclusive of amounts that may be collected or withheld from the contractor under, or for failure to comply with, the terms of the contract.

(iv) Taxes or social security contributions.

(v) Withholding or nonwithholding of taxes or social security contributions.

(c) In some circumstances, a setoff may be appropriate even though the assigned contract includes a no-setoff commitment ; e.g.-

(1) When the assignee has neither made a loan under the assignment nor made a commitment to do so; or

(2) To the extent that the amount due on the contract exceeds the amount of any loans made or expected to be made under a firm commitment for financing.

32.805 Procedure.

(a) Assignments.

(1) Assignments by corporations shall be-

(i) Executed by an authorized representative;

(ii) Attested by the secretary or the assistant secretary of the corporation; and

(iii) Impressed with the corporate seal or accompanied by a true copy of the resolution of the corporation’s board of directors authorizing the signing representative to execute the assignment.

(2) Assignments by a partnership may be signed by one partner, if the assignment is accompanied by adequate evidence that the signer is a general partner of the partnership and is authorized to execute assignments on behalf of the partner-ship.

(3) Assignments by an individual shall be signed by that individual and the signature acknowledged before a notary public or other person authorized to administer oaths.

(b) Filing. The assignee shall forward to each party specified in 32.802 (e) an original and three copies of the notice of assignment, together with one true copy of the instrument of assignment. The true copy shall be a certified duplicate or photostat copy of the original assignment.

(c) Format for notice of assignment. The following is a suggested format for use by an assignee in providing the notice of assignment required by 32.802 (e).

Notice of Assignment

To: ___________ [ Address to one of the parties specified in 32.802 (e) ].

This has reference to Contract No. __________ dated ______, entered into between ______ [ Contractor’s name and address ] and ______ [ Government agency, name of office, and address ], for ________ [ Describe nature of the contract ].

Moneys due or to become due under the contract described above have been assigned to the undersigned under the provisions of the Assignment of Claims Act of1940, as amended, ( 31 U.S.C.3727 , 41 U.S.C.6305 ).

A true copy of the instrument of assignment executed by the Contractor on ___________ [ Date ], is attached to the original notice.

Payments due or to become due under this contract should be made to the undersigned assignee.

Please return to the undersigned the three enclosed copies of this notice with appropriate notations showing the date and hour of receipt, and signed by the person acknowledging receipt on behalf of the addressee.

Very truly yours,

__________________________________________________ [ Name of Assignee ]

By _______________________________________________ [ Signature of Signing Officer ]

__________________________________________________ [ Titleof Signing Officer ]

__________________________________________________ [ Address of Assignee ]

Acknowledgement

Receipt is acknowledged of the above notice and of a copy of the instrument of assignment. They were received ____(a.m.) (p.m.) on ______, 20___.

__________________________________________________ [ Signature ]

__________________________________________________ [ Title ]

__________________________________________________ On behalf of

__________________________________________________ [ Name of Addressee of this Notice ]

(d) Examination by the Government. In examining and processing notices of assignment and before acknowledging their receipt, contracting officers should assure that the following conditions and any additional conditions specified in agency regulations, have been met:

(1) The contract has been properly approved and executed.

(2) The contract is one under which claims may be assigned.

(3) The assignment covers only money due or to become due under the contract.

(4) The assignee is registered separately in the System for Award Management unless one of the exceptions in 4.1102 applies.

(e) Release of assignment.

(1) A release of an assignment is required whenever-

(i) There has been a further assignment or reassignment under the Act; or

(ii) The contractor wishes to reestablish its right to receive further payments after the contractor’s obligations to the assignee have been satisfied and a balance remains due under the contract.

(2) The assignee, under a further assignment or reassignment, in order to establish a right to receive payment from the Government, must file with the addressees listed in 32.802 (e) a-

(i) Written notice of release of the contractor by the assigning financing institution;

(ii) Copy of the release instrument;

(iii) Written notice of the further assignment or reassignment; and

(iv) Copy of the further assignment or reassignment instrument.

(3) If the assignee releases the contractor from an assignment of claims under a contract, the contractor, in order to establish a right to receive payment of the balance due under the contract, must file a written notice of release together with a true copy of the release of assignment instrument with the addressees noted in 32.802 (e).

(4) The addressee of a notice of release of assignment or the official acting on behalf of that addressee shall acknowledge receipt of the notice.

32.806 Contract clauses.

(1) The contracting officer shall insert the clause at 52.232-23 , Assignment of Claims , in solicitations and contracts expected to exceed the micro-purchase threshold , unless the contract will prohibit the assignment of claims (see 32.803 (b)). The use of the clause is not required for purchase orders . However, the clause may be used in purchase orders expected to exceed the micro-purchase threshold , that are accepted in writing by the contractor, if such use is consistent with agency policies and regulations.

(2) If a no-setoff commitment has been authorized (see 32.803 (d)), the contracting officer shall use the clause with its AlternateI.

(b) The contracting officer shall insert the clause at 52.232-24 , Prohibition of Assignment of Claims , in solicitations and contracts for which a determination has been made under agency regulations that the prohibition of assignment of claims is in the Government’s interest.

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Faster resolution for small claims as mediation baked into courts process

More small claims will be resolved faster and away from court following new rules requiring mediation.

• Free mediation to reduce number of claims reaching court
• Change to free up to 5,000 sitting days as courts focus on complex cases
• HMCTS more than doubles number of mediators to support expansion

The change, which comes into effect today (22 May 2024), means parties in money claims up to the value of £10,000 must take part in a free one-hour mediation appointment, provided by HMCTS’ Small Claims Mediation Service. 

These types of claims often include issues such as businesses recovering debt from customers, individuals contesting parking tickets, or disagreements over payments for goods and services – such as a homeowner suing builders for not completing work as agreed. 

Today’s move could see an extra 5,000 judicial sitting days per year made available, which judges can dedicate to efficiently resolving cases less suited to mediation.  

Justice Minister Lord Bellamy KC said: 

We know successful mediation is quicker and less stressful than court battles. While not every case will be resolved in this way, by embedding mediation into the courts process, thousands more undoubtedly will.   Crucially this will improve the experience for those embroiled in a dispute, while freeing up time for our judges to focus on the most complex cases and keep our courts running smoothly.

About 85,000 of small money claims cases progressed through the County Courts in 2022. Parties in 20,000 of these cases opted into voluntary mediation, and the HMCTS service was able to help settle more than half of those. 

It is anticipated integrating mediation into the court process will result in tens of thousands of successful out-of-court resolutions.  

To support this, HMCTS has more than doubled the number of mediators employed, from 25 to 64. Extra administrative staff have also been recruited, and online systems improved.  

Akeela Amijee, a mediation service manager with HMCTS, said:  

Mediation is a brilliant service and making it an integrated step in the court journey is incredibly exciting. We are absolutely ready for this expansion and it’s going to make a really positive difference to a lot of people. I’ve never had anybody say they wish they hadn’t had their mediation session, even when they don’t settle.  Going to court and standing in front of a judge can be nerve-racking for people, not to mention the time and money spent travelling to a court. Mediation works because it allows people to be heard and get everything off their chest in a calm, non-judgemental environment. We are neutral and take out any of the hostility between parties, which means an hour is often more than enough time to resolve these cases.

Mediation sessions are generally organised within 28 days, which is often much quicker than the wait for a court date. It is also a cheaper alternative to court as there is no hearing fee to pay. 

HMCTS mediators speak to each side separately and work between the two to find a solution each side can agree on. If the parties do not agree on a resolution at mediation, the case will progress to a hearing before a judge.    

If a party does not attend the required mediation appointment without good reason, the judge may apply a sanction at the final hearing. This could include a fine, covering the cost of the wasted mediation appointment, or in extreme circumstances having their claim or defence dismissed. 

Mediation will not take place where there are safeguarding concerns, for example in instances where there is domestic abuse or where there are vulnerable parties. 

Rebecca Clark, Chair of the Civil Mediation Council, said: 

Being involved in a dispute is stressful and time-consuming. By mediating, people are given the opportunity to explore ways to resolve matters consensually, and if they choose to settle, to reach an acceptable outcome more quickly than through the courts.   Embedding mediation into the small claims process normalises a more conciliatory approach to dispute resolution, benefitting society as a whole.

Integrated mediation is being rolled out initially to new claims made on paper and through HMCTS’ ‘legacy’ systems. These cases represent more than 70 per cent of these types of claims.  

Cases submitted through Online Civil Money Claims (OCMC) will be included in the scheme  at a later date. 

James South, Chief Executive of CEDR said: 

CEDR welcomes the introduction of mediation as a required, integrated step in small claim money disputes under £10,000, being implemented by HMCTS.   This is an important and common-sense next step in the development of mediation within the civil justice system and will hopefully open the way for even deeper integration of the use of mediation across the courts in England and Wales.

Notes to editors 

• The Ministry of Justice consulted in 2022 on introducing a requirement to mediate as part of the court journey, and the government confirmed in the Government response to increasing the use of mediation in the civil justice system the intention to integrate mediation as an essential part of the court process for money claims in the small claims track.
• The government has been guided by the overarching principle (supported by many respondents) of bringing the benefits of mediation to as many people as possible.

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Chicago Cubs

Milwaukee Brewers

B. hudson 3-0, m. leiter jr. 1-3.

• RBI Wisdom (9)
• Team RISP 0-5 (Swanson 0-2, Wisdom 0-1, Morel 0-2)
• E Madrigal (2, fielding)
• 2B Chourio (4, Wesneski)
• HR Adames (8, 8th inning off Wesneski 2 on, 1 Out)
• RBI Adames 3 (35), Chourio (16)
• 2Out RBI Chourio
• Team RISP 1-6 (Yelich 0-2, Adames 1-2, Bauers 0-1, Contreras 0-1)
• Baserunning
• CS Turang (1, 3rd base by Steele/Amaya)
• Picked Off Turang (2nd base, Steele)
• HBP Bauers (by Steele)
• First-pitch strikes/Batters Faced Leiter Jr. 2/4; Steele 17/25; Wesneski 3/5
• Called strikes-Swinging strikes-Foul balls-In play strikes Leiter Jr.-3-1-1-2; Steele-22-13-13-15; Wesneski-1-1-1-4
• Ground Balls-Fly Balls Leiter Jr. 1-0; Steele 5-7; Wesneski 1-1
• Game Scores J Steele 78
• First-pitch strikes/Batters Faced Milner 1/5; Gasser 17/21; Hudson 4/7
• Called strikes-Swinging strikes-Foul balls-In play strikes Milner-3-1-5-3; Gasser-17-12-17-14; Hudson-9-3-7-4
• Ground Balls-Fly Balls Milner 0-2; Gasser 4-7; Hudson 2-1
• Game Scores R Gasser 73

Scoring Summary

Mil wins 3-1, game information.

• Home Plate Umpire - Tripp Gibson
• First Base Umpire - Charlie Ramos
• Second Base Umpire - Erich Bacchus
• Third Base Umpire - Laz Diaz

2024 National League Central Standings

Walker hits 3rd-inning grand slam and diamondbacks rout mets 10-5 to stop 5-game skid, andujar and rooker lead oakland outburst against chris sale as a's beat scuffling braves 11-9, adames hits winning rbi single in 10th and brewers beat white sox 4-3.

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