Note, however, that the reasons that led an assignor to transfer are considered insignificant and do not constitute a defence against an act of the assignee if an assignment is considered valid in any other respect. The main point to remember is that you cannot transfer obligations from one contract to another party – you can only assign your benefits or rights. Even if the assignor agrees to assume the obligations arising from the contract, it is still the assignor who remains responsible for the performance of the obligations and is liable if this is not the case. In practice, the assignee often assumes performance of contractual obligations, but only agrees to compensate the assignee for any loss of performance. Contracts create rights and obligations. By an assignmentTransfer or transfer of the right to a contractual advantage by one person to another person, creditor to whom an obligation is owed. (the one who has the right to receive a contractual service) transfers a right to a contractual service due to the debtor who owes an obligation. (the one who is required to perform) to a third party (ZessionarOne, to whom the right to receive the benefit of a contract is transferred or delivered.); The creditor then becomes the assignor of the one who agrees to allow another to benefit from the benefits of a contract. (the one who does a mission).
Because the use of an agreement to avoid competing can be controversial, a handful of states, including California, have largely banned this type of treaty language. The legal enforcement of these agreements rests with the various states, and many have sided with the employee in arbitration or litigation. The obligation not to compete must be reasonable and specific, with defined periods and coverage areas. If the agreement gives the company too much power over former employees or is ambiguous, state courts may declare it too broad and therefore unenforceable. In this case, the employee would be free to pursue any employment opportunity, including working for a direct competitor or starting their own business. The ability to ensure that key employees of the purchased business cannot start a competing business is of crucial importance to most business buyers. Some states strictly limit these clauses, others allow them. California restricts non-compete obligations and only allows them in certain circumstances.
A common question in States that allow them is whether these rights can be transferred to a new party, such as the buyer`s buyer. The (second) restitution of contracts defines the assignment of a right as «a manifestation of the assignor`s intention to transfer it, on the basis of which the assignor`s right to performance by the debtor expires in whole or in part and the assignor acquires the right to such a service». Reformulation (second) of contracts, Article 317 (1). The person making the order is both a creditor and a assignor. The assignee acquires the right to receive contractual obligations from the promisor, who is called the debtor (see Figure 14.1 «Assignment of Rights»). The assignor may assign any right unless (1) it substantially modifies the debtor`s obligation, significantly burdens the debtor, increases the debtor`s risk or otherwise reduces the value of the original contract to the debtor; (2) The law or public order prohibits the assignment; or (3) the contract itself excludes an assignment. Customary treaty law and Articles 2 and 9 of the Uniform Commercial Code (CDU) govern assignments. Orders are an important part of business financing, such as factoring .B. A factorA person who pays money to receive someone else`s contracted services. is someone who acquires the right to receive income from another person. It may happen that an assignor grants the same interest twice (see Figure 14.2 «Consecutive Assignments»).
With a few exceptions, the first assignee has priority over each subsequent assignee. An obvious exception is if the first assignment is ineffective or revocable. A subsequent assignment results in a previous assignment being revoked, which is ineffective or revocable. Another exception: if the subsequent assignee considers the assignment in good faith and has no knowledge of the previous assignment, it will prevail if it receives payments, by way of performance or judgment against the debtor or if it receives from the assignor tangible proof that the right has been transferred (e.B a bank record book or insurance policy). Contracts often require the consent of the other party before an assignment can take place. Some contracts expressly prohibit assignment. But even if there is such wording in the contract, nothing prevents you from asking the party to accept the assignment anyway, although you should take care to record each agreement in writing. (5) The other party may regard any task delegated to performance as a reasonable ground for uncertainty and, without prejudice to its rights vis-à-vis the assignor, may require assurances from the assignor (§ 2-609). Even if a contractual provision expressly prohibits it, a claim for damages due to the breach of the entire contract in accordance with § 2-210 Abs. 2 UCC is transferable in the case of contracts for goods. Similarly, Article 9-318(4) of the UCC invalidates any provision of the Agreement prohibiting the allocation of amounts already due or due. In fact, in some States, under customary law, a clause expressly prohibiting assignment will fail.
For example, buyers and sellers agree on the sale of land and a provision prohibiting the assignment of rights under the contract. The buyer pays the full price, but the seller refuses to mediate. The buyer then transfers to his friend the right to obtain ownership of the land from the seller. His objection that the Treaty precluded such an assignment would fall on deaf ears in some States; the assignment is effective and the friend can take legal action for the title. In the Egyptian Navigation Company…