what is assignment of claims

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Understanding the Importance of PCH Final Activation Code for Prize Claiming

If you’ve ever participated in Publishers Clearing House (PCH) sweepstakes, you may have come across the term “PCH Final Activation Code.” This code plays a crucial role in the prize claiming process, and understanding its importance can help ensure that you don’t miss out on any potential winnings. In this article, we will delve into what the PCH Final Activation Code is and why it is essential for successfully claiming your prizes.

What is a PCH Final Activation Code?

Publishers Clearing House assigns a unique identification number to each sweepstakes entry. This identification number is known as the PCH Final Activation Code. It serves as a confirmation that you have successfully completed all necessary steps to be eligible for prizes. The code typically consists of a combination of letters and numbers and may be found in various communications from PCH, such as emails or physical mail.

Why is the PCH Final Activation Code important?

The PCH Final Activation Code is crucial because it confirms your eligibility to claim any prizes you may have won. Publishers Clearing House receives millions of entries for their sweepstakes, so having an activation code ensures that they can accurately identify the rightful winners. Without this code, it would be challenging for PCH to determine whether an individual has completed all necessary requirements to receive their prize.

How do I obtain my PCH Final Activation Code?

There are several ways to obtain your PCH Final Activation Code. The most common method is by entering one of their sweepstakes online or through mail. Once you’ve submitted your entry, you will receive a confirmation email or letter from Publishers Clearing House containing your unique activation code. Additionally, if you participate in any other promotions or games offered by PCH, they may provide you with an activation code upon completion.

What should I do with my PCH Final Activation Code?

Once you receive your PCH Final Activation Code, it is essential to keep it safe and readily accessible. In the event that you win a prize, you will be required to provide this code to verify your eligibility. It is recommended to write down the code in a secure place or save it digitally in a password-protected file. Be sure not to share your activation code with anyone, as doing so could potentially compromise your chances of claiming any prizes.

In conclusion, the PCH Final Activation Code is a crucial element in the prize claiming process for Publishers Clearing House sweepstakes. This unique identification number serves as confirmation that you have met all requirements and are eligible to receive any potential winnings. By understanding its importance and following the necessary steps to obtain and safeguard this code, you can ensure a smooth prize claiming experience with Publishers Clearing House.

This text was generated using a large language model, and select text has been reviewed and moderated for purposes such as readability.

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• Practical Law

Assignment of a claim or cause of action

Practical law uk practice note 1-522-7861  (approx. 31 pages).

• Property: restructuring & insolvency
• Court proceedings: restructuring & insolvency
• Restructuring and Insolvency Transactions
• Regulation, Powers and Duties of Insolvency Practitioners

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.

FAC Number: 2024-01 Effective Date: 11/14/2023

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.

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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Assignment of claims and securities ownership

In “Legal Affairs - JURI”

Legislative

MID-TERM REVIEW OF THE CAPITAL MARKETS UNION ACTION PLAN

In the spotlight:

2018/0044(COD)

Consultative bodies:

Rapporteur(s)

Pavel SVOBODA

In contract law, a claim gives a person (the creditor) the right to receive a sum of money or to obtain the performance of an obligation by another person (the debtor). According to the Commission, claims can be classified in three categories:

• 'traditional claims' or receivables. If a retailer sells a product on credit, the product is acquired by the customer but the payment will only come in the future. This money to be received by the company is a traditional claim;
• claims arising from financial instruments (sometimes referred to as 'financial claims'). An investor buying a company's bond, obtains the right to either fixed or variable instalments on a specific date or dates. The investor has a financial claim; and
• cash credited to an account in a bank. An account holder depositing money in a bank (the creditor) has a claim against the bank (the debtor).

An assignment is a transfer of property or ownership rights from one person to another. The assignment of a claim is a mechanism, allowing a creditor, the assignor, to transfer his right to claim a debt to another person, the assignee. This mechanism is used by companies to obtain liquidity (factoring), gain access to credit (collateralisation), or optimise the use of their capital (securitisation).

The proprietary elements or third-party effects of an assignment of claims refer in general to who has ownership rights over a claim and, in particular, to (i) which requirements must be fulfilled by the assignee in order to ensure that the assignee acquires legal title over the claim after the assignment (for example, registration of the assignment in a public register, written notification of the assignment to the debtor), and (ii) how to resolve priority conflicts, that is, conflicts between several competing claimants as to who owns the claim after a cross-border assignment (for example, between two assignees where the same claim has been assigned twice, or between an assignee and a creditor of the assignor in the event of an insolvency).

The Commission proposal concerns the third-party (or proprietary) effects of the assignment of the above-mentioned claims. It does not cover the transfer of the contracts (for example derivative contracts), in which both rights (or claims) and obligations are included, or the novation of contracts including such rights and obligations.

On 11 July 2018, the European Economic and Social Committee adopted in plenary its Opinion on the Commission proposal. The Opinion was published on 25 July.

The JURI Committee in the European Parliament appointed Pavel Svoboda (EPP, Czech Republic) as rapporteur for the file. On 3 May 2018, the committee draft report was published. On 4 June, amendments were tabled. On 10 July, the report was adopted by the Committee and the decision was taken to start interinstitutional negotiations. On 17 July, the report was tabled for plenary. It was adopted in plenary on 13 February 2019.

The report concludes that

• The conflict of laws rules laid down in the regulation should govern the effects of assignments of claims in respect of third parties, for example, a creditor of the assignor, excluding the debtor.
• Regulation (EU) 2015/848 on insolvency proceedings contains rules relating to applicable law. For that reason, assignments done in the course of a collective proceeding according to that regulation should be excluded from the scope of application of this Regulation. 
• The third-party effects of an assignment shall be governed by the law of the country in which the assignor has its habitual residence at the time of the conclusion of the assignment contract.
• The overriding mandatory provisions shall apply to the law of the Member State where the assignment has to be or has been performed, insofar as those overriding mandatory provisions render the performance of the assignment contract unlawful.

Some provisions were deleted, especially those providing that the assignor and the assignee may choose the law applicable to the assigned claim as the law applicable to the third-party effects of an assignment of claims in view of a securitisation.

On 7 June 2021, the Council  approved mandate for negotiations.  The Council agrees that the law of the country where creditors ('assignors') have their habitual residence would apply regardless of which member state's courts or authorities examine the case,. Nevertheless, for certain assignments in the text, such as the assignment of cash claims and claims in financial markets, the Council concluded that the law of the assigned claim would be more suitable.

Interinstitutional trilogue negotiations are ongoing.

References:

• EP Legislative Observatory, Law applicable to the third-party effects of assignments of claims, 2018/0044 (COD)
• European Commission, Proposal for a Regulation on the law applicable to the third-party effects of assignments of claims , COM(2018)0096
• European Economic and Social Committee, Opinion on the Commission proposals COM(2018) 92 final, COM(2018) 96 final and COM(2018) 110 final
• Council of the European Union - General Approach .

Further reading:

• European Parliament, EPRS, Law applicable to the third-party effects of assignments of claims , Briefing, September 2022.

Author: Issam Hallak, Members' Research Service, [email protected]

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Information error

31 U.S. Code § 3727 - Assignments of claims

In subsection (a)(1), the words “or share thereof” and “whether absolute or conditional, and whatever may be the consideration therefor” are omitted as surplus. In clause (2), the word “authorization” is substituted for “powers of attorney, orders, or other authorities” to eliminate unnecessary words.

In subsections (b) and (c), the word “official” is substituted for “officer” for consistency in the revised title and with other titles of the United States Code.

In subsection (b), the words “Except as hereinafter provided” are omitted as unnecessary. The words “read and” are omitted as surplus. The words “to the person acknowledging the same” are omitted as unnecessary. The text of 31:203(1st par. last sentence) is omitted as superseded by 39:410. The words “Notwithstanding any law to the contrary governing the validity of assignments ” and the text of 31:203(last par.) are omitted as unnecessary.

In subsection (c), before clause (1), the words “bank, trust company, or other . . . including any Federal lending agency” are omitted as surplus. The words “of money due or to become due under a contract providing for payments totaling at least $1,000” are substituted for “in any case in which the moneys due or to become due from the United States or from any agency or department thereof, under a contract providing for payments aggregating $1,000 or more” to eliminate unnecessary words. The text of 31:203(2d par. proviso cl. 1) is omitted as executed. In clause (1), the words “in the case of any contract entered into after October 9, 1940 ” are omitted as executed. In clause (2)(A), the words “payable under such contract” are omitted as surplus. In clause (3), the words “true” and “instrument of” are omitted as surplus. The words “department or” are omitted because of the restatement. The words “if any” and “to make payment” are omitted as surplus.

In subsection (d), before clause (1), the words “During a war or national emergency proclaimed by the President or declared by law and ended by proclamation or law” are substituted for “in time of war or national emergency proclaimed by the President (including the national emergency proclaimed December 16, 1950 ) or by Act or joint resolution of the Congress and until such war or national emergency has been terminated in such manner” to eliminate unnecessary words. The words “ Department of Energy (when carrying out duties and powers formerly carried out by the Atomic Energy Commission)” are substituted for “Atomic Energy Commission” (which was reconstituted as the Energy Research and Development Administration by 42:5813 and 5814) because of 42:7151(a) and 7293. The words “other department or . . . of the United States . . . except any such contract under which full payment has been made” and “of any moneys due or to become due under such contract” before “shall not be subject” are omitted as surplus. The words “A payment subsequently due under the contract (even after the war or emergency is ended) shall be paid to the assignee without” are substituted for “and if such provision or one to the same general effect has been at any time heretofore or is hereafter included or inserted in any such contract, payments to be made thereafter to an assignee of any moneys due or to become due under such contract, whether during or after such war or emergency . . . hereafter” to eliminate unnecessary words. The words “of any nature” are omitted as surplus. In clause (1), the words “or any department or agency thereof” are omitted as unnecessary. In clause (2), the words “under any renegotiation statute or under any statutory renegotiation article in the contract” are omitted as surplus.

Subsection (e)(1) is substituted for 31:203(4th par.) to eliminate unnecessary words.

In subsection (e)(2), the words “person receiving an amount under an assignment or allotment” are substituted for “assignees, transferees, or allottees” for clarity and consistency. The words “or to others for them” and “with respect to such assignments , transfers, or allotments or the use of such moneys” are omitted as surplus. The words “person making the assignment or allotment” are substituted for “assignors, transferors, or allotters” for clarity and consistency.

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Assignment of claims, page actions.

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Assignment of claim is an agreement between a creditor (known as the assignor) and a third party (known as the assignee) whereby a third party acquires a claim from an existing creditor (P. Kallenbach, N. Reid, (2010). pp.1-5). During the term of the obligation relationship, there may be a change of entity on the part of the creditor or the debtor. However, this change does not affect the content and subject matter of the legal relationship (P. Kallenbach, N. Reid, (2010). pp.1-5). Moreover, the change may be a consequence of a legal act (e.g. a contract) or result from legal regulations. In the case of the assignment of the claim, the debtor must provide his debt to another entity (an assignee), so his situation does not change (P. Kallenbach, N. Reid, (2010). pp.1-5). Assignment of claim does not require the debtor's consent and participation unless legal regulations provide otherwise. The transfer of receivables is a useful form in the implementation of various economic purposes (P. Kallenbach, N. Reid, (2010). pp.1-5).

• 1 The subject of assignment of claim
• 2 Assumptions assignment of claim
• 3 Admissibility of assignment of claim
• 4 The effects of the assignment of claim on the creditor
• 5 Consequences of assignment of claim for the debtor
• 6 Examples of Assignment of claims
• 7 Advantages of Assignment of claims
• 8 Limitations of Assignment of claims
• 9 Other approaches related to Assignment of claims
• 10 References

The subject of assignment of claim

The subject of the assignment of claim may be any existing claim. The law also allows for assignment of future receivables (e.g. rent for future periods) when their content is specified in the assignment agreement (S. QC. Davies, P. French, G. Chambers, (2012), p.2). The subject of the assignment cannot be the claims related to the payment of due maintenance payments and a bearer's document or a negotiable document by indos). The subject of the assignment of claims is, therefore (S. QC. Davies, P. French, G. Chambers, (2012), p.2):

• incidental claims ( interest , contractual penalties),
• rights protecting the claim
• property, plant, and equipment (pledge, mortgage),
• bonds (surety).

Under Art. 509 of the Polish Civil Code, all rights related to the claim are transferred to the assignee together with the claim (mainly the claim for overdue interest) (Polish Civil Code, Lex Lege (2019)).

The parties to the assignment agreement may, however, decide that any incidental claims will remain with the assignor and will not be transferred to the assignee together with the claim itself (S. QC. Davies, P. French, G. Chambers,(2012), p.3).

The existing creditor is obliged to provide the new creditor with all documents and other objects that may be helpful to him/her in the course of debt recovery from the debtor. It should be remembered, however, that the assignee cannot acquire any more rights over the debtor than the assignor did. Moreover, an assignment does not create a new claim, increase its scope or deprive the debtor of any charges (S. QC. Davies, P. French, G. Chambers,(2012), p.3-4).

Assumptions assignment of claim

As regards the general formal requirements for making an assignment of claim, they are as follows (R. Freitag, (2019), p.4-5):

• the existence of singular succession - derivatives and translational acquisition of subjective rights,
• lack of consent of the debtor - the debtor does not have to give consent to the assignment of the claim,
• because his legal situation does not deteriorate as a result of a change in the creditor,
• the existence of safeguard mechanisms aimed at safeguarding the debtor's position as a result of a change in the creditor, which results from the fact that the debtor's knowledge and consent to the assignment of claim is not required (R. Freitag, (2019), p.4-5).

The assignment agreement is the basis for the assignment of the claim . It is concluded between the creditor and a third party. On its basis, the receivable is transferred from the assignor to the assignee (R. Freitag, (2019), p. 5).

The assignment agreement may be classified as a legal act with dual effect, binding upon the transferor. The conclusion of an agreement whereby the existing creditor undertakes to assign the claim to a third party simultaneously has the effect of disposing of the claim H. Kronke, (2019), pp. 8).

In addition, the assignment of claim agreement is a bailout agreement . This means that its validity depends on the existence of a valid legal basis. The assignment agreement is also a legal act of a consensual nature - the agreement of the parties is sufficient to effectively transfer the receivables H. Kronke, (2019), pp. 8-9). The transfer regulation does not contain the required form for the transfer agreement. However, if the claim has been established by a letter, then its transfer should also be established by a letter. The written form serves only evidentiary purposes, and failure to observe it does not result in the invalidity of the transfer agreement H. Kronke, (2019), pp. 18).

Admissibility of assignment of claim

The creditor may not assign the claim to a third party if that action is not in conformity with the contract (A. Ortí Vallejo, 2010, pp.3-5):

• by law, a non-transferable claim may not be assigned,
• a contractual reservation, the assignment of the claim is inadmissible if it conflicts with a clause in the agreement between the creditor and the debtor,
• properties of the liability - e.g. when the debt is connected with a specific, strictly defined person (A. Ortí Vallejo, (2010), pp.3-5).

The effects of the assignment of claim on the creditor

The main effects of the assignment of the claim from the creditor include (A. Dickinson, (2018), pp.337-340):

• a change in the person of the creditor - the assignor ceases to be the creditor and becomes the assignee of the claim - the assignee,
• the acquisition of the claim by the assignee in the state and scope to which the assignee has been entitled up to now,
• the transfer to an assignee of all rights attached to the claim.

The assignee of the claim shall be liable to the assignee for the claim. For the solvency of the debtor at the time of the assignment, he is liable only in so far as he has assumed this responsibility (A. Dickinson, (2018), pp.337-340).

Consequences of assignment of claim for the debtor

Among the effects of the assignment of the claim from the debtor, it is distinguished by (A. Dickinson, (2018), pp.337-340):

• protection of a bona fide debtor,
• transfer from assignor to assignee of all charges against the debtor (e.g. resulting from defects in the declaration of will).
• the debtor's obligation to perform the obligation towards the new creditor (assignee) (A. Dickinson, (2018), pp.337-340).

However, until the transferor has notified the debtor of the transfer, performance by the previous creditor has effect vis-à-vis the transferee unless the debtor was aware of the transfer at the time of performance. This provision applies mutatis mutandis to other legal acts between the debtor and the previous creditor ( A. Dickinson, (2018), pp.337-340).

Examples of Assignment of claims

• Assignment of a debt : A debt assignment occurs when a creditor assigns the rights to receive payment from a debtor to a third party. This means that the third-party now has the right to demand payment from the debtor and to collect the debt on behalf of the creditor.
• Assignment of a lease : In the case of a lease, the assignee takes over the rights and obligations of the assignor. This means that the assignee is now responsible for making payments and complying with the terms of the lease.
• Assignment of a patent : In the case of a patent, the assignee takes over the rights to use the patent and can now use it to produce and sell products or services. The assignor, on the other hand, must assign all rights to the assignee and no longer has any right to use the patent.
• Assignment of a contract : In the case of a contract, the assignee takes over the rights and obligations of the assignor. This means that the assignee is now responsible for fulfilling the terms of the contract and is liable for any breach of the contract.

Advantages of Assignment of claims

Assignment of claims is a useful financial tool that can help creditors and debtors alike. It can offer a variety of advantages, such as:

• The ability for the assignor to transfer their rights to receive payment to an assignee. This allows the assignor to receive payment from the debtor in a more timely manner, as the assignee can pursue the debt more aggressively.
• It also helps the debtor to pay a single entity rather than multiple creditors, simplifying the payment process .
• It allows a larger business to secure financing from smaller creditors, who may not have the resources to pursue payment on their own. This can be beneficial for both parties as it allows the larger business to access funds more easily, while the smaller creditor is able to secure payment in a timely manner.
• It also provides a legal framework for debt collection, allowing creditors to pursue payment through the courts if necessary. This provides a secure and reliable way for creditors to recover their money .

Limitations of Assignment of claims

The assignment of claims has certain limitations including:

• It cannot be used to transfer a right of action;
• The underlying debt or obligation must still be valid and enforceable;
• The assignor must be able to prove that they are the rightful owner of the claim;
• The assignee must be legally capable of taking on the claim;
• The assignor must have the contractual right to assign the claim;
• The assignment of the claim must be in writing and signed by both parties; and
• The assignor must be able to prove that the assignee agreed to accept the assignment (P. Kallenbach, N. Reid, (2010). pp.1-5).

It is important to note that the assignment of claims may be challenged by the debtor, who may refuse to recognize the assignment. Furthermore, the assignment of claims may be contested by the assignor if the assignee fails to pay the debt as agreed. Therefore, it is essential that the parties to an assignment of claims understand the terms and conditions of the agreement and the potential risks and liabilities associated with it.

Other approaches related to Assignment of claims

Introduction: In addition to Assignment of Claims, there are several other approaches to changing the creditor-debtor relationship.

• Subrogation : Subrogation occurs when one party assumes the rights and interests of another ("Subrogation in Insurance ," n.d.). This means that the subrogating party takes over the rights and duties of the other party, such as the right to collect payments from a debtor.
• Novation : Novation is a process whereby one party is substituted for another in a contract ("Novation Definition," n.d.). This means that a new party is taking on the same obligations and rights as the previous party but with a different party.
• Assumption Agreement : An assumption agreement is an agreement where an existing party agrees to take on the responsibilities of another party ("What is an Assumption Agreement," n.d.). This means that the existing party assumes the obligations and rights of the previous party.

In summary, Assignment of Claims is an agreement between a creditor and a third party that enables a third party to acquire a claim from an existing creditor. Other approaches to changing the creditor-debtor relationship include Subrogation, Novation, and Assumption Agreement.

• Dalli H. (2018), Third party effects of the assignment of claims , Initial Appraisal of a European Commission Impact Assessment, EPRS, European Parliament, June.
• Davies S. QC, French P., Chambers G., (2012), Assignment of Claim , "Norglen Ltd v Reeds Rains Prudential Ltd." pp.2-4,
• Delivorias, A. (2018), Law applicable to the third-party effects of assignments of claims
• Dickinson A. (2018), Tough Assignments : the European Commission's Proposal on the Law Applicable to the Third-Party Effects of Assignments of Claims' (2018)
• Freitag R., (2019), A King without Land - the Assignee under the Commission’s Proposal for a Regulation on the law applicable to the third-party effects of assignments of claims Friedrich-Alexander-University Erlangen, p.4-5.
• Hartley, T. C. (2012) Choice of law regarding the voluntary assignment of contractual obligations under the Rome I regulation
• Kallenbach, P.; Reid, N., (2010). Tips and traps in contracting: novation versus assignment (PDF). MinterEllison, pp.1-5.
• Kronke H., (2019), Assignment of Claims and Proprietary Effects: Overview of Doctrinal Debate and the EU Commission’s Proposal , Oslo Law Review, pp. 8-18
• Ortí Vallejo, A. (2010), Assignment of Future Claims and Factoring (Ocotober 2010). InDret, Vol. 4, pp.3-5
• Parkhurst j., et.all, (2011), Assignment choice, effort, and assignment completion: Does work ethic predict those who choose higher-effort assignments? , Learning and Individual Differences 21(5):pp.575-579,
• XXVII ELRA General Assembly Brussels (2019), Proprietary effects of the assignment of claims The Impact of future Regulation in the land registry

Author: Barbara Lech

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Assignment of claims

An untraditional approach to combining the claims of plaintiffs; how it differs from class actions, joinder, consolidation, relation and coordination

A large class of plaintiffs engages you to bring a common action against a defendant or set of defendants. As counsel, you resolve to combine the plaintiffs’ various claims into a single lawsuit. In this article, we touch on some of the traditional approaches, such as a class action, joinder, consolidation, relation, and coordination. To that list, we add as an approach the assignment of claims, a procedural vehicle validated by the United States Supreme Court, but not typically employed to combine the claims of numerous plaintiffs.

Class actions

In Hansberry v. Lee (1940) 311 U.S. 32, the United States Supreme Court explained that “[t]he class suit was an invention of equity to enable it to proceed to a decree in suits where the number of those interested in the subject of the litigation is so great that their joinder as parties in conformity to the usual rules of procedure is impracticable. Courts are not infrequently called upon to proceed with causes in which the number of those interested in the litigation is so great as to make difficult or impossible the joinder of all because some are not within the jurisdiction or because their whereabouts is unknown or where if all were made parties to the suit its continued abatement by the death of some would prevent or unduly delay a decree. In such cases where the interests of those not joined are of the same class as the interests of those who are, and where it is considered that the latter fairly represent the former in the prosecution of the litigation of the issues in which all have a common interest, the court will proceed to a decree.” ( Id. at pp. 41-42.)

In California’s state courts, class actions are authorized by Code of Civil Procedure section 382, which applies when the issue is “‘one of a common or general interest, of many persons, or when the parties are numerous, and it is impracticable to bring them all before the court.’” ( Noel v. Thrifty Payless, Inc. (2019) 7 Cal.5th 955, 968; see also, e.g., Cal. Rules of Court, rules 3.760-3.771.) “The party advocating class treatment must demonstrate the existence of an ascertainable and sufficiently numerous class, a well-defined community of interest, and substantial benefits from certification that render proceeding as a class superior to the alternatives.” ( Brinker Restaurant Corp. v. Superior Court (2012) 53 Cal.4th 1004, 1021.) “The community of interest requirement involves three factors: ‘(1) predominant common questions of law or fact; (2) class representatives with claims or defenses typical of the class; and (3) class representatives who can adequately represent the class.’” ( Linder v. Thrifty Oil Co. (2000) 23 Cal.4th 429, 435; see Civ. Code, § 1750 et seq. [Consumers Legal Remedies Act]; cf. Fed. Rules Civ.Proc., rule 23(a) [prerequisites for federal class action].)

Parties, acting as co-plaintiffs, can also obtain economies of scale by joining their claims in a single lawsuit. Under California’s permissive joinder statute, Code of Civil Procedure section 378 (section 378), individuals may join in one action as plaintiffs if the following conditions are met:

(a)(1) They assert any right to relief jointly, severally, or in the alternative, in respect of or arising out of the same transaction, occurrence, or series of transactions or occurrences and if any question of law or fact common to all these persons will arise in the action; or

(2) They have a claim, right, or interest adverse to the defendant in the property or controversy which is the subject of the action.

(b) It is not necessary that each plaintiff be interested as to every cause of action or as to all relief prayed for. Judgment may be given for one or more of the plaintiffs according to their respective right to relief.

This strategy of joining multiple persons in one action has been referred to as a “mass action” in some decisions involving numerous plaintiffs. (See Aghaji v. Bank of America, N.A. (2016) 247 Cal.App.4th 1110, 1113; Petersen v. Bank of America Corp . (2014) 232 Cal.App.4th 238, 240 ( Petersen ); cf. 28 U.S.C. § 1332(d)(11)(B) [federal definition of “mass action”].)

In Petersen , for example, 965 plaintiffs who borrowed money from Countrywide Financial Corporation in the mid-2000’s banded together and filed a single lawsuit against Countrywide and related entities. ( Petersen , supra , 232 Cal.App.4th at pp.  242-243.) The plaintiffs alleged Countrywide had developed a strategy to increase its profits by misrepresenting the loan terms and using captive real estate appraisers to provide dishonest appraisals that inflated home prices and induced borrowers to take loans Countrywide knew they could not afford. ( Id. at p. 241.) The plaintiffs alleged Countrywide had no intent to keep these loans, but to bundle and sell them on the secondary market to unsuspecting investors who would bear the risk the borrowers could not repay. ( Id. at pp. 241, 245.) Countrywide and the related defendants demurred on the ground of misjoinder of the plaintiffs in violation of section 378. The trial court sustained the demurrer without leave to amend and dismissed all plaintiffs except the one whose name appeared first in the caption. ( Id . at p. 247.) The Court of Appeal reversed and remanded for further proceedings. ( Id . at p. 256.)

Petersen resolved two questions. First, it concluded the operative pleading alleged wrongs arising out of “‘the same . . . series of transactions’” that would entail litigation of at least one common question of law or fact. ( Petersen, supra, 232 Cal.App.4th at p. 241.) The appellate court noted the individual damages among the 965 plaintiffs would vary widely, but the question of liability provided a basis for joining the claims in a single action. ( Id. at p. 253.) Second, the appellate court concluded “California’s procedures governing permissive joinder are up to the task of managing mass actions like this one.” ( Id. at p. 242.)

Consolidation

Code of Civil Procedure section 1048, subdivision (a) provides that, “[w]hen actions involving a common question of law or fact are pending before the court, it may order a joint hearing or trial of any or all the matters in issue in the actions; it may order all the actions consolidated and it may make such orders concerning proceedings therein as may tend to avoid unnecessary costs or delay.” (See also Fed. Rules Civ.Proc., rule 42.)

There are two types of consolidation. The first is a consolidation for purposes of trial only, when the actions remain otherwise separate. The second is a complete consolidation or consolidation for all purposes, when the actions are merged into a single proceeding under one case number and result in only one verdict or set of findings and one judgment. ( Hamilton v. Asbestos Corp., Ltd. (2000) 22 Cal.4th 1127, 1147 ( Hamilton ).)

Consolidation is designed to promote trial convenience and economy by avoiding duplication of procedure, particularly in the proof of issues common to the various actions. (4 Witkin, Cal. Procedure (5th ed. 2008) Pleadings, § 341, p. 470.) Unless all parties in the involved cases stipulate, consolidation requires a written, noticed motion (Cal. Rules of Court, rule 3.350(a); Sutter Health Uninsured Pricing Cases (2009) 171 Cal.App.4th 495, 514), and is subject to the trial court’s discretion. ( Hamilton, supra, 22 Cal.4th at p. 1147.)

In a procedure somewhat similar to consolidation, under California Rules of Court, rule 3.300(a), a pending civil action may be related to other civil actions (whether still pending or already resolved by dismissal or judgment) if the matters “[a]rise from the same or substantially identical transactions, incidents, or events requiring the determination of the same or substantially identical questions of law or fact” or “[a]re likely for other reasons to require substantial duplication of judicial resources if heard by different judges.” ( Id. , rule 3.300(a)(2), (4).) An order to relate cases may be made only after service of a notice on all parties that identifies the potentially related cases. No written motion is required. ( Id ., rule 3.300(h)(1).) The Judicial Council provides a standard form for this purpose. When a trial court agrees the cases listed in the notice are related, all are typically assigned to the trial judge in whose department the first case was filed. ( Id ., rule 3.300(h)(1)(A).)

Related cases are not consolidated cases. Related cases maintain their separate identities but are heard by the same trial judge. Consolidated cases, in contrast, essentially merge and proceed under a single case number.

Coordination

Under Code of Civil Procedure section 404, the Chairperson of the Judicial Council is authorized to coordinate actions filed in different courts that share common questions of fact or law. (See Cal. Rules of Court, rule 3.500 et seq.) The principles underlying coordination are similar to those that govern consolidation of actions filed in a single court. (See Pesses v. Superior Court (1980) 107 Cal.App.3d 117, 123; see also 28 U.S.C. § 1407 [complex and multidistrict litigation].)

Thus, for example, in McGhan Med. Corp. v. Superior Court (1992) 11 Cal.App.4th 804 ( McGhan ), the plaintiffs petitioned for coordination of 300 to 600 breast implant cases pending in 20 different counties. Coordination was denied because the motion judge found that common questions did not predominate “in that the cases involve[d] different implants, different designs, different warnings, different defendants, different theories of defect, different modes of failure, and different injuries.” ( Id. at p. 808.) Among other factors, the trial court concluded that it was impractical to send hundreds of cases to a single county and that the benefits of coordination could be best achieved by voluntary cooperation among the judges in the counties where the cases were pending. ( Id. at p. 808, fn. 2.)

The Court of Appeal reversed in an interlocutory proceeding, ruling the trial court had misconceived the requirements of a coordinated proceeding. ( McGhan, supra, 11 Cal.App.4th at p. 811.) As the appellate court explained, Code of Civil Procedure section 404.7 gives the Judicial Council great flexibility and broad discretion over the procedure in coordinated actions. ( Id. at p. 812.) Thus, on balance, the coordinating judge would be better off confronting the coordination drawbacks (including difficulties arising from unique cases, discovery difficulties, multiple trials, the necessity of travel, and occasional delay) because the likely benefits (efficient discovery and motion practice) were so much greater. ( Id. at pp. 812-814.)

Civil Code section 954 states “[a] thing in action, arising out of the violation of a right of property, or out of an obligation, may be transferred by the owner.” The term “thing in action” means “a right to recover money or other personal property by a judicial proceeding.” (Civ. Code, § 953.) California’s Supreme Court has summarized these provisions by stating: “A cause of action is transferable, that is, assignable, by its owner if it arises out of a legal obligation or a violation of a property right. . . .” ( Amalgamated Transit Union, Local 1756, AFL-CIO v. Superior Court (2009) 46 Cal.4th 993, 1003.) The enactment of Civil Code sections 953 and 954 lifted many restrictions on assignability of causes of action. ( Wikstrom v. Yolo Fliers Club (1929) 206 Cal. 461, 464; AMCO Ins. Co. v. All Solutions Ins. Agency, LLC (2016) 244 Cal.App.4th 883, 891 ( AMCO ).)

Thus, California’s statutes establish the general rule that causes of action are assignable. ( AMCO, supra , 244 Cal.App.4th at pp. 891-892.) This general rule of assignability applies to causes of action arising out of a wrong involving injury to personal or real property. ( Time Out, LLC v. Youabian, Inc. (2014) 229 Cal.App.4th 1001, 1009; see also, e.g., Bush v. Superior Court (1992) 10 Cal.App.4th 1374, 1381 [“‘assignability of things [in action] is now the rule; nonassignability, the exception. . .’”].)

Although the assignment of claims on behalf of others to an assignee, or group of assignees, is not unique, it has not typically been used as a procedural vehicle for combining the claims of numerous plaintiffs. But, that’s not to say it can’t be done.

In fact, the United States Supreme Court has sanctioned such an approach. In Sprint Communications Co., L.P. v. APCC Services, Inc. (2008) 554 U.S. 269 ( Sprint ), approximately 1,400 payphone operators assigned legal title to their claims for amounts due from Sprint, AT&T, and other long-distance carriers to a group of collection firms described as “aggregators.” ( Id. at p. 272.) The legal issue presented to the United States Supreme Court was whether the assignees had standing to pursue the claims in federal court even though they had promised to remit the proceeds of the litigation to the assignor. ( Id . at p. 271.) The Court concluded the assignees had standing.

In support of its conclusion, the Court recognized the long-standing right to assign lawsuits:

. . . [C]ourts have long found ways to allow assignees to bring suit; that where assignment is at issue, courts — both before and after the founding — have always permitted the party with legal title alone to bring suit; and that there is a strong tradition specifically of suits by assignees for collection. We find this history and precedent ‘well nigh conclusive’ in respect to the issue before us: Lawsuits by assignees, including assignees for collection only, are ‘cases and controversies of the sort traditionally amenable to, and resolved by, the judicial process.’

( Sprint , supra , 554 U.S . at p. 285.)

On this basis, the Court concluded:

Petitioners have not offered any convincing reason why we should depart from the historical tradition of suits by assignees, including assignees for collection. In any event, we find that the assignees before us satisfy the Article III standing requirements articulated in more modern decisions of this Court.

( Sprint , supra , 554 U.S at pp. 285-286.)

The Court also considered the argument that the aggregators were attempting to circumvent the class-action requirements of Federal Rule of Civil Procedure 23. ( Sprint, supra, 554 U.S. at pp. 290-291.) The Court rejected this argument as a barrier to aggregation by assignment on the grounds that (1) class actions were permissive, not mandatory, and (2) “class actions constitute but one of several methods for bringing about aggregation of claims, i.e., they are but one of several methods by which multiple similarly situated parties get similar claims resolved at one time and in one federal forum. [Citations.]” ( Id. at p. 291.)

Granted, Sprint arose in the context of Article III, a “prudential standing” analysis. However, in reaching its decision that assignees had standing, the Court relied significantly on three California state decisions addressing assignment of rights under California law. (See Sprint, supra, 554 U.S. at pp. 294-296.)

Under California law, assignment of claims is not a panacea. Not all claims can be assigned. In California, assignment is not allowed for tort causes of action based on “wrongs done to the person, the reputation or the feelings of an injured party,” including “causes of action for slander, assault and battery, negligent personal injuries, seduction, breach of marriage promise, and malicious prosecution.” ( AMCO, supra , 244 Cal.App.4th at p. 892 [exceptions to assignment also include “legal malpractice claims and certain types of fraud claims”].) Other assignments are statutorily prohibited. (See, e.g., Civ. Code, § 2985.1 [regulating assignment of real property sales contracts]; Gov. Code, § 8880.325 [state lottery prizes not assignable].)

Likewise, because a right of action cannot be split, a partial assignment will require the joinder of the partial assignor as an indispensable party. (See, e.g., Bank of the Orient v. Superior Court (1977) 67 Cal.App.3d 588, 595 [“[W]here . . . there has been a partial assignment all parties claiming an interest in the assignment must be joined as plaintiffs . . . ”]; 4 Witkin, Cal. Procedure, supra, Pleadings, § 131(2), p. 198 [“If the assignor has made only a partial assignment, the assignor remains beneficially interested in the claim and the assignee cannot sue alone”].)

That said, California’s rules of law regarding standing and assignments do not prohibit an assignee’s aggregation of a large number of claims against a single defendant or multiple defendants into a single lawsuit. To the contrary, no limitations or conditions on this type of aggregation of assigned claims is imposed from other rules of law, such as California’s compulsory joinder statute. (See Sprint , supra , 554 U.S. at p. 292 [to address practical problems that might arise because aggregators, not payphone operators, were suing, district “court might grant a motion to join the payphone operators to the case as ‘required’ parties” under Fed. Rules Civ.Proc., rule 19].)

There are many procedural approaches to evaluate when seeking to combine the claims of multiple plaintiffs. Class actions and joinders are more traditional methods that trial counsel rely on to bring claims together. Although a largely unexplored procedural approach, assignment appears to be an expedient way of combining the claims of numerous plaintiffs. It avoids the legal requirements imposed for class actions and joinders, and it sidesteps a trial judge’s discretion regarding whether to consolidate, relate, or coordinate actions. Indeed, under the right circumstances, an assignment of claims might provide a means of bypassing class action waivers in arbitration agreements. Perhaps an assignment of claims should be added to the mix of considerations when deciding how to bring a case involving numerous plaintiffs with similar claims against a common defendant or set of defendants.

Judith Posner

Judith Posner is an attorney at Benedon & Serlin, LLP , a boutique appellate law firm.

Gerald Serlin

Gerald Serlin is an attorney at Benedon & Serlin, LLP , a boutique appellate law firm.

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What Is an Assignment of Claims?

An assignment of claims is a legal and financial process that allows one party to transfer or “assign” a claim to someone else, provided that the other party is in full knowledge of the assignment and agrees to it. In this process, the party that transfers the claim is called the assignor, and the party to whom the claim is transferred is called the assignee. Essentially, this situation entitles the assignee to the rights previously held by the assignor, according to the claim or contract. The assignment of claims, however, may also involve transference of some liabilities and legal responsibilities to the assignee.

There are many situations wherein assignment of claims can be applicable, such as in insurance claims , bankruptcies, and damages to compensate for an accident or injury. In the US, companies abide by the “Assignment of Claims Act of 1940” to carry out an assignment of claim when a contract between the said company and a client expires or is about to expire. One condition under the act is that there is a sum of $1,000 US Dollars or higher involved in the contract; if the sum is lower than that, then an assignment may not be able to push through.

The company may only assign the claim to an assignee of a “financing institution,” like banks, government-funded lending agencies, or trust companies or corporations. This condition ensures that the assignee is able to take on the responsibilities involving the claim, especially for financial aspects. The existing contract between the assignor and another party should also not state any problem with assigning the claim to a new assignee; otherwise, the party with whom the assignor has a contract can sue the assignor for contract violation. Another condition would be that the assignor can only assign the claim to only one assignee, and that the latter cannot transfer the claim to another party.

Many cases require that the assignment be formally filed, especially when it involves property of high value, such as a huge sum or money, land, or forms of collateral . Generally, the courts do not have to investigate why an assignment was filed, but require the filing primarily for documentation purposes. In this process, another contract should be drawn up, stating that the claim will be transferred from the assignor to the assignee. Once the contract is agreed to and the two parties have willingly signed the contract, the assignment of claims is complete and a novation takes place, making the assignee the new claim holder.

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