Glossary

Assignment

Assignment is the transfer of rights under a contract to someone else, such as the right to be paid. In England and Wales a legal assignment of a debt must be in writing, absolute, and notified, under the Law of Property Act 1925 s.136. Duties do not pass by assignment; moving duties takes a novation.

Last updated 28 October 2026

This is not an IP assignment. That page is about copyright and other intellectual property in the work. This page is about the contract itself: who may receive the fee, who may enforce a clause, and whether the supplier can hand the paper to a buyer. The usual commercial clause is /clauses/assignment-and-subcontracting, which often bans assignment without consent.

On a two-sided Contracts.io paper, the named counterparty is who you bill. If that name has to change, we would rather you vary or novate the signed version on the same link than assign in a side email. Lex keeps the legal names at the top, where invoices can follow them.

Can I assign my obligations as well as my rights?

No. Assignment moves rights. The original party stays liable to perform. If another company must do the work and be owed the money, that is novation, which needs consent. Subcontracting is the middle path: someone else does part of the work, you stay responsible. Do not write “assign this agreement” when you mean one of the other two.

What does the Law of Property Act 1925 require?

Section 136 sets the formalities for a legal assignment of a debt or other legal thing in action: writing under the hand of the assignor, an absolute assignment rather than a charge, and express written notice to the person who has to pay or perform.

How is assignment different from an IP assignment?

An IP assignment transfers copyright or other intellectual property in the deliverables, usually on payment, under the Copyright, Designs and Patents Act 1988 s.90. Assignment of the contract transfers rights in the bargain — typically the receivable. A client who takes an IP assignment does not become the supplier.

What do freelance contracts usually say about assignment?

Neither side may assign without the other’s written consent, not to be unreasonably withheld, with a common exception for a sale of the business or a group company. That stops a client moving the paper to a new entity you have not credit-checked, and stops a supplier selling the job on.

A worked example

A studio’s services agreement says neither party may assign without consent, except to a buyer of the business. The client’s group later asks to move the contract to a sister company. That is not the sale exception. The studio asks for a three-party [novation](/glossary/novation) instead of a purported assignment, so the sister company is on the hook for unpaid invoices and the original client is released.

How it shows up in a contract

Sample wording · our own drafting

Neither party may assign or transfer its rights under this agreement without the other's prior written consent, which will not be unreasonably withheld, except to a purchaser of all or substantially all of its business. This clause does not permit the transfer of obligations, which requires a novation signed by all parties.

In Plain English

Neither side can pass its rights under this contract to someone else without written agreement, and that agreement cannot be refused without a good reason, except on a sale of the business. Duties cannot be passed this way. That needs a novation everyone signs.

Common mistakes

  • Writing “the supplier may assign this agreement” when you meant the right to be paid, and accidentally suggesting the duties move too.
  • Confusing this clause with IP assignment and transferring copyright on delivery by accident.
  • Giving no notice of an assignment of invoices, so s.136 is not met and the client still pays the old name in good faith.
  • Letting a client “assign” the job to a new company without your consent, then chasing the empty shell.

What the legislation says

  • A legal assignment of a debt or other legal thing in action must be in writing under the hand of the assignor, must be absolute and not by way of charge only, and express notice in writing must be given to the debtor, trustee or other person from whom the assignor would have been entitled to claim.

    Source: Law of Property Act 1925, s.136Checked 28 October 2026Pending lawyer review

Sources

Frequently asked questions

What is assignment in a contract?

The transfer of rights under the contract to someone else, such as the right to be paid. Duties do not pass by assignment; that takes a novation.

What does the Law of Property Act 1925 s.136 require?

A legal assignment of a debt or other chose in action must be in writing, absolute, and notified in writing to the other side.

Is this the same as an IP assignment?

No. An IP assignment transfers copyright in the work. This page is about rights in the bargain. See /glossary/ip-assignment and /clauses/assignment-and-subcontracting.

Can a freelancer assign the job to someone else?

Only if the contract allows it. Most papers require written consent and keep the original supplier responsible unless there is a novation.

Related

The legal wording governsLast reviewed 28 October 2026Pending lawyer review