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What Is A Deed of Assignment, Anyway?

In any business, contracts will be everywhere you go — from your customers to suppliers, contractors, employees, graphic designers and even your monthly subscriptions!

However, contracts generally are signed between two parties.

So, what happens if one party wants to transfer or assign their rights and obligations under a contract to another party ?

This is where a Deed of Assignment comes in.

What Is A Deed?

In the legal world, there are two main types of legal documents: agreements and deeds.

Agreements are generally the most common contracts you’ll see. However, deeds work a little differently.

Put simply, a deed needs to be physically signed and witnessed in person. This means that it’s difficult to sign deeds with international parties.

So, it’s important to understand that a deed has specific requirements for execution.

What Is A Deed of Assignment (Contract Assignment)?

A Deed of Assignment is a legal document that transfers or assigns the legal rights and obligations to another party.

And it varies depending on your situation.

For example, an assignment could work for simple things like intellectual property. When a graphic designer creates a logo for you, you might want to make sure that logo is owned by you. In this case, the graphic designer would “assign” that copyright to you.

Or, if you’re selling your business, you might want to transfer your contractual relationships to whoever is purchasing your business. 

For example, if you have existing contracts with suppliers to your cafe business, you might look at transferring these to the buyer. Here, you’d sign a Deed of Assignment to transfer the rights and obligations of that contract to the new owner of your business.

A Deed of Assignment makes sure that you no longer have continuing obligations and rights as a signatory to that contract . The last thing you want is to be liable or accountable for a contract you forgot to assign to someone.

When Can A Contract Be Signed As A Deed?

We mentioned above that a deed is essentially a legal document – so how is this different to a standard contract?

A contract can be signed as a deed if the parties agree that no consideration will be required.

Since it is a slightly more formal document, it follows a specific process of execution. To execute a deed, a witness is required (and, in some cases, a seal).

If you need help putting together a Deed of Assignment, let’s chat!

You can reach out to our friendly team at [email protected] for a free, no-obligations consultation about your specific situation and the legal documents that are right for you.

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Out-law / your daily need-to-know.

Out-Law Guide 4 min. read

Assignment and novation

19 Aug 2011, 4:40 pm

Assignment involves the transfer of an interest or benefit from one person to another. However the 'burden', or obligations, under a contract cannot be transferred.

Assignment in construction contracts

As noted above only the benefits of a contract can be assigned - not the burden. In the context of a building contract:

• the employer may assign its right to have the works constructed, and its right to sue the contractor in the event that the works are defective – but not its obligation to pay for the works;
• the contractor may assign its right to payment of the contract sum - but not its obligation to construct the works in accordance with the building contract or its obligation to meet any valid claims, for example for defects.

After assignment, the assignee is entitled to the benefit of the contract and to bring proceedings against the other contracting party to enforce its rights. The assignor still owes obligations to the other contracting party, and will remain liable to perform any part of the contract that still has to be fulfilled since the burden cannot be assigned. In practice, what usually happens is that the assignee takes over the performance of the contract with effect from assignment and the assignor will generally ask to be indemnified against any breach or failure to perform by the assignee.  The assignor will remain liable for any past liabilities incurred before the assignment.

In construction contracts, the issue of assignment often arises in looking at whether collateral warranties granted to parties outside of the main construction contract can be assigned.

Funders may require the developer to assign contractual rights against the contractor and the design team as security to the funder, as well as the benefit of performance bonds and parent company guarantees. The developer may assign such rights to the purchaser either during or after completion of the construction phase.

Contractual assignment provisions

Many contracts exclude or qualify the right to assignment, and the courts have confirmed that a clause which provides that a party to a contract may not assign the benefit of that contract without the consent of the other party is legally effective and will extend to all rights and benefits arising under the contract, including the right to any remedies. Other common qualifications on the right to assign include:

• a restriction on assignment without the consent of the other party, whether or not such consent is not to be unreasonably withheld or delayed;
• only one of the parties may assign;
• only certain rights may be assigned – for example, warranties and indemnities may be excluded;
• a limit on the number of assignments - as is almost always the case in respect of collateral warranties;
• a right to assign only to a named assignee or class of assignee.

Note that in some agreements where there is a prohibition on assignment, it is sometimes possible to find the reservation of specific rights to create a trust or establish security over the subject matter of the agreement instead.

Legal and equitable assignment

The Law of Property Act creates the ability to legally assign a debt or any other chose in action where the debtor, trustee or other relevant person is notified in writing. If the assignment complied with the formalities in the Act it is a legal assignment, otherwise it will be an equitable assignment.

Some transfers can only take effect as an equitable assignment, for example:

• an oral assignment;
• an assignment by way of charge;
• an assignment of only part of the chosen in action;
• an assignment of which notice has not been given to the debtor;
• an agreement to assign.

If the assignment is equitable rather than legal, the assignor cannot enforce the assigned property in its own name and to do so must join the assignee in any action. This is designed to protect the debtor from later proceedings brought by the assignor or another assignee from enforcing the action without notice of the earlier assignment.

Security assignments

Using assignment as a way of taking security requires special care, as follows:

• if the assignment is by way of charge, the assignor retains the right to sue for any loss it suffers caused by a breach of the other contract party;
• if there is an outright assignment coupled with an entitlement to a re-assignment back once the secured obligation has been performed, it is an assignment by way of legal mortgage.

Please see our separate Out-Law guide for more information on types of security.

Restrictions on assignment

There are restrictions on the assignment of certain types of interest on public policy grounds, as follows:

• certain personal contracts – for example, a contract for the employment of a personal servant or for the benefit of a motor insurance policy cannot be assigned;
• a bare cause of action or 'right to sue' where the assignee has no commercial interest in the subject matter of the underlying transaction cannot be assigned;
• certain rights conferred by statute – for example, a liquidator's powers to bring wrongful trading proceedings against a director – cannot be assigned;
• an assignment of a contract may not necessarily transfer the benefit of an arbitration agreement contained in the contract;
• the assignment of certain rights is regulated – for example, the assignment of company shares or copyright.

If you want to transfer the burden of a contract as well as the benefits under it, you have to novate. Like assignment, novation transfers the benefits under a contract but unlike assignment, novation transfers the burden under a contract as well.

In a novation the original contract is extinguished and is replaced by a new one in which a third party takes up rights and obligations which duplicate those of one of the original parties to the contract. Novation does not cancel past rights and obligations under the original contract, although the parties can agree to novate these as well.

Novation is only possible with the consent of the original contracting parties as well as the new party. Consideration (the 'price' paid, whether financial or otherwise, by the new party in return for the contract being novated to it) must be provided for this new contract unless the novation is documented in a deed signed by all three parties.

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Deed of Assignment and the Notice of Assignment -What is the Difference?

In this article, Richard Gray barrister takes a brief look at the differences between a Deed of Assignment and a Notice of Assignment and the effect of the assignment on the contracting party

At the end of 2020, Elysium Law were instructed to act for a significant number of clients in relation to claims made by a company known as Felicitas Solutions Ltd (an Isle of Man Company) for recovery of loans which had been assigned out of various trust companies following loan planning entered into by various employees/contractors.

Following our detailed response, as to which please see the article on our website written by my colleague Ruby Keeler-Williams , the threatened litigation by way of debt claims seem to disappear. It is important to note that the original loans had been assigned by various Trustees to Felicitas, by reason of which, Felicitas stood in the shoes of the original creditor, which allowed the threatened action to be pursued.

After a period of inertia, Our Clients, as well as others, have been served with demand letters by a new assignee known as West 28 th Street Ltd . Accompanying the demand letters is a Notice of Assignment, by reason of which the Assignee has informed the alleged debtor of the Assignees right to enforce the debt.

Following two conferences we held last week and a number of phone call enquiries which we have received, we have been asked to comment upon the purport and effect of the Notice of Assignment, which the alleged debtors have received. Questions such as what does this mean (relating to the content) but more importantly is the ‘Notice’ valid?

Here I want to look briefly at the differences between the two documents.

There is no need for payment to make the assignment valid and therefore it is normally created by Deed.

 The creation of a legal assignment is governed by Section 136 of the Law of Property Act 1925:

136 Legal assignments of things in action.

(1)Any absolute assignment by writing under the hand of the assignor (not purporting to be by way of charge only) of any debt or other legal thing in action, of which express notice in writing has been given to the debtor, trustee or other person from whom the assignor would have been entitled to claim such debt or thing in action, is effectual in law (subject to equities having priority over the right of the assignee) to pass and transfer from the date of such notice—

(a) the legal right to such debt or thing in action;

(b) all legal and other remedies for the same; and

(c) the power to give a good discharge for the same without the concurrence of the assignor:

Some of the basic requirements for a legal assignment are;

• The assignment must not be subject to conditions.
• The rights to be assigned must not relate to only part of a debt, or other legal chose in action.
• The assignment must be in writing and signed by the assignor.
• The other party or parties to the agreement must be given notice of the assignment.

Notice of assignment

To create a legal assignment, section 136 requires that express notice in writing of the assignment must be given to the other contracting party (the debtor).

Notice must be in writing

Section 136 of the LPA 1925 requires “express notice in writing” to be given to the other original contracting party (or parties).

 Must the notice take any particular form?

The short answer is no. Other than the requirement that it is in writing, there is no prescribed form for the notice of assignment or its contents. However, common sense suggests that the notice must clearly identify the agreement concerned.

Can we  challenge the Notice?

No. You can challenge the validity of the assignment assignment by ‘attacking the Deed, which must conform with Section 136. In this specific case, the Notice sent by West 28 th Street in itself is valid. Clearly, any claims made must be effected by a compliant Deed and it is that which will require detailed consideration before any right to claim under the alleged debt is considered.

Can I demand sight of the assignment agreement

On receiving a notice of assignment, you may seek to satisfy yourself that the assignment has in fact taken place. The Court of Appeal has confirmed that this is a valid concern, but that does not give an automatic right to require sight of the assignment agreement.

In Van Lynn Developments Limited v Pelias Construction Co [1969]1QB 607  Lord  Denning said:

“After receiving the notice, the debtor will be entitled, of course, to require a sight of the assignment so as to be satisfied that it is valid…”

The Court of Appeal subsequently confirmed this  stating the contracting party is entitled to satisfy itself that a valid absolute assignment has taken place, so that it can be confident the assignee can give it a good discharge of its obligations

The important document is the Deed of Assignment, which sets out the rights assigned by the Assignor. The Notice of Assignment is simply a communication that there has been an assignment. The deed is governed by Section 136 of the LP 1925. It should be possible to obtain a copy of the Deed prior to any action taken in respect of it.

For more information on the claims by West 28 th Street or if advice is needed on the drafting of a Deed, then please call us on 0151-328-1968 or visit www.elysium-law.com .

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Deeds of Assignment of a Debt – Your Top Questions Answered

Posted by david cammack on february 7, 2020.

Home / Blog / Deeds of Assignment of a Debt – Your Top Questions Answered

( Revised for 2023. )

Do you want to know more about what a deed of assignment of a debt is, if you need one, or what to include in it? If so, our blog article has all the answers. So today, we are answering the top questions from the Internet about deeds of assignment of a debt.

1. Can a debt be assigned? How do I assign a debt in the UK?

Yes. Banks regularly buy and sell debts. If you are a creditor, then you can do so too. But you need to do so in writing. A deed of assignment of a debt is the document to use for this. You would need to assign the whole of a debt, as you cannot assign only part of it. The debtor cannot assign the debt to someone else unless the creditor agrees and you would then do this via a deed of novation.

2. What is an assignment of a loan?

This means the same thing as an assignment of a debt. It is always the right to receive repayment of the debt or loan that you are assigning.

3. What is a deed of assignment of a debt?

This is a legal document that transfers the ownership of the debt to another person. By ‘ownership’ we mean the right to receive repayment of that debt from the same original debtor or borrower.

4. What does assignment of debt mean?

The assignment of a debt will mean that the original debtor or borrower now owes the debt to a different creditor. So the debtor will now need to repay that debt to a new person, because you have transferred the debt.

5. Is a deed of assignment of a debt a legal document?

If prepared correctly, yes, a deed of assignment is a legally-binding document. In order to make the assignment legally binding on the debtor, the creditor should give notice of the assignment to the debtor. Our template includes a notice of the assignment of the debt, so you can complete it and send it to the debtor.

6. What is a notice of assignment of a debt? What do I need to do to give notice of an assignment of a debt?

Once you have assigned a debt, then you need to give the debtor notice of the transfer of the debt. Otherwise, how will they know to repay the new owner of the debt? Ideally, the deed of assignment of debt will mention this and include a form for the notice. (Legalo’s template does.) Wikipedia explains why such notice is necessary here: https://en.wikipedia.org/wiki/Rule_in_Dearle_v_Hall#Criticisms .

7. How do you draft a deed of assignment of a debt?

If you require this deed, then the quickest way to get one is with a template from Legalo. Find our great template here: just click on this link .

8. What are the contents of a deed of assignment of a debt?

If you click on this link and scroll down to the section about the Guide to the template, then you will see the contents of our template for a deed of assignment of a debt.

9. Who can prepare a deed of assignment of a debt? Can a non-lawyer prepare a deed of assignment of a debt?

A non-lawyer can use any of the documents we sell as templates. So this includes a deed of assignment of a debt.

10. Does a deed of assignment of a debt need to be signed by both parties?

The parties who do need to sign it are (a) the original creditor and (b) the one buying (or otherwise taking) the debt from the original creditor. The debtor does not sign it.

11. Does a deed of assignment of a debt need to be witnessed?

All deeds need to be signed correctly with an adult witness, preferably one who none of the persons signing are related to.

12. Does an assignment of debt need to be a deed?

If there is no price being paid for the purchase of the debt, then the document does need to be a deed, in order to ensure it is legally binding. Otherwise, technically it does not need to be prepared and signed as a deed, but generally it is better to do it as a deed in case there is any doubt. Legalo’s template is set up to be signed as a deed.

13. Does a deed of assignment of a debt need to be registered?

Not unless you have secured the debt, for example on a property in the UK at the Land Registry. In such a case, then you would need to register the transfer of the security separately at the Land Registry. You do not register the assignment of the debt itself.

14. How long does a deed of assignment of a debt take to draft?

Legalo’s template makes it easy, so you should only need a few minutes to draft your deed of assignment.

15. How much does a deed of assignment of a debt cost? How much does a notice of assignment of a debt cost? How much do lawyers charge for deed of assignment of a debt?

Our template for a deed of assignment includes a notice of assignment and costs only £24.95. Solicitors would charge an estimated £500 plus VAT for one, so ours represents a significant cost saving.

In just a few minutes yours can be ready. What’s more, Legalo’s templates each come with a guide to make it clear how to complete it. We also provide a free helpline just in case you need any extra assistance to use it. So it could not be easier.

So if you need one, you know where to find it.

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⛪ Deed of assignment

A deed of assignment is a legal document that transfers the rights and obligations of one party to another. In most cases, a deed of assignment is used to transfer property or interests in property from one person to another.

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Deed of Assignment of Equitable Interest in Residential Land

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Assignment Of Lease Deed

Deed of assignment of benefit of claim for the freehold or extended lease house under section 8 or section 14, deed of assignment of goodwill and intellectual property rights (transfer of a general partnership to an llp), arrears assignment deed, associated business activities, transfer partnership to llp, assign the benefit of a claim, assign lease, assign equitable interest, assign arrears, try the world's most advanced ai legal assistant, today.

Deed of assignment | Practical Law

Deed of assignment

Practical law anz standard document w-002-8276  (approx. 19 pages).

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Deed of Assignment - Commercial Lease

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A Deed of Assignment for a Commercial Lease allows the Tenant of a commercial property with an existing commercial lease, to transfer the legal interest of the Tenant in that commercial property to another individual , company or partnership. This means that after the assignment, the original tenant under the commercial lease will no longer be the tenant of the commercial property and the person to who the lease is transferred will become the new tenant of the commercial property. As a consequence, the Tenant (also known as the " Assignor ") will have to vacate the commercial property, which will then be occupied by another person (known as the " Assignee "). The Assignee upon taking over the occupation of the commercial property will have to adhere to the terms contained in the lease including the amount of rent, the duration of the lease, payment schedules and other undertakings.

A Deed of Assignment can be beneficial to the Assignor in that it grants them the opportunity to leave the leased property before the expiration of the agreed termination date of the lease . This can be particularly useful where the Assignor judges that it will not be able to keep up with rent payments for the remainder of the lease due to economic constraints and wishes to completely let go of the property, or where the Assignor comes to the decision that it does not need the lease anymore for its business and wishes to transfer it completely to another party without retaining any rights to the property.

This template can be used to create such a Deed of Assignment for a commercial lease. This Deed of Assignment makes provision for the Assignee to pay a fee to the Assignor, which in effect is like a price which the Assignee is using to buy the rights of the commercial lease from the Assignor. This fee is known as the Premium . The Deed of Assignment also makes provision for the event where the Assignee will cover any additional costs the Assignor may incur as a result of the assignment, such as legal costs or any incidental costs that are separate from the Premium . An example of how this applies is where the Assignor hires a solicitor to provide legal advice and oversee the assignment of the lease, the Assignor may wish for the Assignee to be the one to pay for the costs incurred in hiring a solicitor. This cost will not form part of the Premium but rather an additional cost that the Assignor will bear and may therefore prefer for the Assignee to cover such cost.

This template also makes note of the persons who were parties to the commercial lease. Where there was a guarantor for the original Tenant, that person will not be a party to this assignment. The guarantor's identity is only noted in this template to accurately list all the parties to the commercial lease for record and documentary purposes.

A Deed of Assignment is a legally binding contract between all the interested parties, including the Assignor, the Assignee and the Landlord (i.e. the Owner of the commercial property). Before a commercial property can be assigned, the landlord's consent will usually be required. Similarly, the Commercial Lease will usually preclude the Assignor (i.e. the Tenant under the Commercial Lease) from assigning the lease unless the landlord expressly consents to such assignment. Under UK law, a landlord is under an implied duty to consent to the assignment of the lease unless it would be unreasonable to do so. Such consent should be given in within a reasonable time and it should be given in writing, although there is no strict format that this written notice must follow. In the rare case where the commercial lease does not state whether the assignment of the lease is subject to the landlord's consent, it will mean that the Assignor can assign the lease without the need for such landlord's consent. It is therefore important to refer to the commercial lease concerned and confirm what the lease's provisions are regarding its assignment and the landlord's consent. Where the landlord's consent is required for the assignment of the lease, the original Tenant should contact the landlord to address matters and request that consent is given. The manner with which the Original tenant should inform the landlord about the assignment of the lease and request consent will be contained in the commercial lease.

This Deed of Assignment can only be used where the commercial property is located in the jurisdiction of England and Wales .

This template can be used where the assignment of the lease applies to either of the two scenarios:

• Where the term of the commercial lease has not expired and there is still time remaining. For example where the commercial lease was for 6 years and the original Tenant has only used 3 years, with 3 years of the term left unused.
• Where the term of the commercial lease has expired but the original Tenant is still in possession of the property. This scenario is called a continuation of the lease. A continuation of the lease can occur either through an application made by the original Tenant to the court or it can occur automatically under statutory provisions.

Note: This document should only be used where the commercial lease is an unregistered lease . An unregistered commercial lease is a lease which was granted for a period of 7 (seven) years or less . Under UK law, if a commercial lease is for a period of more than 7 years, it has to be registered at the Land Registry. Where the lease is a registered lease and the original Tenant wishes to assign the lease, the TR1 form should instead be used.

Differences between a deed of assignment and a commercial sublease agreement

Under an assignment of a commercial lease, the Tenant (i.e. the Assignor) ceases to be liable for any breaches of the original lease and the responsibility for liability is legally transferred to the Assignee from the date of assignment. Whereas, under a commercial sublease, the Tenant (i.e. the Sublandlord) remains liable under the original lease for any breaches that may be committed by the party who is subleasing (i.e. the Subtenant). Under an assignment of a commercial lease, the Tenant (i.e. the Assignor) will not share the property with the Assignee , rather the Assignee will enjoy full possession of the commercial property from the date of assignment until the end of the term of the commercial lease. Whereas, under a commercial sublease, it is commonplace for the Tenant (i.e. Sublandlord) to only sublease a portion of the commercial property to the Subtenant and thus continue in shared possession of the commercial property with the Subtenant.

How to use this document

This Deed of Assignment allows the user to input all of the required rights and responsibilities that are necessary to assign the commercial property to an Assignee. The document allows a user to :

• input the address of the commercial property;
• the amount of Premium to be paid by the Assignee;
• the method of payment of the Premium;
• the date of the landlord's consent (if applicable);
• the details of any additional costs;
• whether the Assignee will indemnify the Assignor for losses;
• whether there is another agreement that also addresses the assignment of the lease;
• what type of title guarantee is being assigned; and
• other important details.

After the document has been filled out, it should be printed and signed by the parties. Consequently, each party should hold a copy of the signed deed for reference purposes.

As this Deed of Assignment relates to an interest in land, it is required to be executed as a deed . This means that it must be in writing and must be signed in the presence of a witness . If the party is a company, instead of a witness, the deed can be signed by two directors or by a director and the company secretary.

Applicable Law

Landlord and Tenant (Covenants) Act 1995

Law of Property (Miscellaneous Provisions) Act 1994

Landlord and Tenant Act 1954

Law of Property Act 1925

Land Registration Act 2002

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A guide to help you: Signing Documents in England and Wales

Deed of Assignment - Commercial Lease - Template

Country: United Kingdom

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Free Deed of Assignment Tenancy Agreement Sample Form and Template

A Deed of Assignment is a legal document that transfers the ownership rights and interests of a property or asset from one party, known as the assignor, to another party, known as the assignee. It is commonly used in real estate transactions but can also apply to other types of assets, such as intellectual property rights, stocks, or contractual rights.

The Deed of Assignment serves as evidence of the transfer of ownership and provides a clear transaction record. It outlines the terms and conditions of the assignment, including the details of the parties involved, a description of the property or asset being assigned, and any applicable terms or conditions.

Key elements typically included in a Deed of Assignment are:

• Parties: The document identifies the assignor (current owner) and the assignee (new owner) involved in the transaction. It is essential to provide accurate and complete information about both parties.
• Description of the property or asset: The Deed of Assignment should include a detailed description of the property or asset being transferred. This includes the physical address, boundaries, and any relevant identifying information for real estate. For other assets, it may include specific details such as patent numbers or stock certificates.
• Consideration: Consideration refers to the value or payment exchanged in return for the assignment. It can be in the form of money, goods, services, or any other agreed-upon consideration. The Deed of Assignment should clearly state the consideration provided by the assignee to the assignor.
• Terms and conditions: This section outlines the specific terms and conditions of the assignment. It may include any restrictions, warranties, or obligations that the assignee must adhere to after the transfer of ownership. These terms are mutually agreed upon by both parties and are legally binding.
• Signatures and witnessing: The Deed of Assignment requires the signatures of both the assignor and the assignee to make it legally enforceable. Additionally, witnesses are often present during the document’s signing to validate its authenticity.

Once the Deed of Assignment is signed and executed, it becomes a legally binding agreement between the assignor and the assignee. It ensures that the assignee acquires the rightful ownership of the property or asset, and the assignor relinquishes their ownership rights.

It is important to note that the requirements and legal implications of a Deed of Assignment can vary depending on the jurisdiction. Consulting with legal professionals or experts in the relevant field is recommended to ensure compliance with local laws and regulations.

When Can A Contract Be Signed As A Deed?

Under certain circumstances, a contract can be signed as a deed, distinguishing it from a standard contract. This is typically the case when the parties involved agree that no consideration, or payment, is necessary for the agreement to be valid.

As a more formal document, a deed follows a specific execution process. It requires the presence of a witness during the signing and in some cases, the use of a seal to authenticate the deed.

Is it Possible to Reverse a Deed of Assignment?

Once a deed of assignment has been executed and dated, it remains legally binding and enforceable until specific actions are taken. These actions include varying the deed using a deed of variation, surrendering it using a deed of surrender, or selling the property involved. If you intend to make changes to the original deed, it is more common to surrender the entire deed and then create a new deed with the desired modifications.

Which document do I require, a deed of assignment or a deed of trust?

When it comes to transferring the beneficial interest in land or property from one party to another, a deed of assignment is typically utilized. This document focuses solely on the assignment of the beneficial interest. On the other hand, a deed of trust can serve the same purpose but includes additional clauses that outline procedures for selling the property, among other things.

A deed of assignment is suitable for most married couples seeking to assign their beneficial interest in an investment property.

Download a Deed of Assignment Tenancy Agreement Template

If you like a custom, completely personalised assignment agreement, use the link below. It takes about 5 min to create and you will end up with an agreement, tailored to your specific property.

Download CUSTOM Assignment Agreement

Alternatively, if you just want to download a generic deed of assignment of tenancy template, use the link below.

Download GENERIC Deed of Assignment of Tenancy Agreement

All content on this form and other forms for landlords published by Property Division are provided “as is”, with no guarantees of completeness, accuracy or timeliness, and without representations, warranties or other contractual terms of any kind, express or implied. Property Division does not represent or warrant that this letter or other material supplied by Property Division will be accurate, current, uninterrupted, error-free or omission-free.

Can a landlord refuse to assign a lease in the UK?

In the United Kingdom, a landlord’s ability to refuse to assign a lease is governed by the terms of the lease agreement and relevant landlord and tenant laws. The Landlord and Tenant Act 1988 (as amended) provides certain protections and guidelines for both landlords and tenants regarding the assignment of leases.

Here are some key points to consider:

• Lease Agreement Terms: The terms of the lease agreement will typically outline the conditions and requirements for assigning the lease. Some leases may include provisions that require the tenant to obtain the landlord’s consent before assigning the lease.
• Reasonable Refusal: The Landlord and Tenant Act 1988 limits a landlord’s ability to unreasonably withhold consent to an assignment. Generally, the landlord’s refusal must be reasonable, and they cannot arbitrarily deny permission. Common reasons for refusal may include concerns about the proposed assignee’s financial stability or if the assignee’s intended use of the property violates the terms of the lease.
• Landlord’s Costs: The landlord may be entitled to recover reasonable costs incurred in considering the request for assignment. These costs should be outlined in the lease agreement.
• Procedure for Seeking Consent: The lease agreement may specify the procedure that the tenant must follow when seeking the landlord’s consent for an assignment. It is important for tenants to adhere to these procedures to ensure compliance with the terms of the lease.
• Landlord’s Remedies: If the landlord believes there are valid reasons to refuse consent, they may have remedies available under the lease agreement or applicable law. However, these reasons must typically be specified in the lease.

It’s important for both landlords and tenants to be aware of the lease agreement’s specific terms and understand their rights and responsibilities under the Landlord and Tenant Act 1988. If disputes arise, seeking legal advice is recommended to ensure compliance with the law and the terms of the lease. Additionally, the laws and regulations may be subject to change, so staying informed about any updates is advisable.

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Assignment of a tenancy

When a tenant can transfer their tenancy to another person using an assignment by deed.

What is tenancy assignment?

Council tenancy assignment rights, assured or assured shorthold tenancy assignment rights, regulated tenancy assignment rights, deed of assignment, liability for rent arrears after assignment.

Assignment is when a tenant transfers their tenancy to another person. A tenancy is assigned using a deed.

A tenant might use assignment to:

pass on their tenancy before their death

transfer their tenancy after a relationship breakdown

swap homes with another tenant by mutual exchange

The person who is assigned the tenancy becomes the tenant of the landlord under the same agreement.

A tenant's right to assign depends on their tenancy type.

A secure or flexible tenant can only assign their tenancy if either: [ 1 ]

they assign by mutual exchange

they assign to a potential successor

the court orders assignment in family law proceedings

A flexible tenancy is a type of secure tenancy granted for a fixed term.

When a flexible tenant assigns their tenancy the fixed term continues. For example, if they assign the tenancy three years into a five year fixed term, the assignee has two years remaining on the tenancy.

An introductory tenant can only assign under family law proceedings or to a potential successor. [ 2 ] A demoted tenant can only assign under family law proceedings. [ 3 ]

An attempt to assign for any other reason does not transfer the tenancy. The tenancy remains with the original tenant. If the original tenant moves out and no longer occupies the property as their only or principle home, the landlord can end the tenancy by serving a notice to quit.

Social tenancy mutual exchange

Secure and flexible tenants can swap their tenancy with another social tenant in some cases. Mutual exchanges can only happen with the consent of both landlords.

Find out more about mutual exchange .

Assignment to a potential successor

Some people have a right to succeed to a tenancy when the tenant dies. For example, their spouse or another family member. The successor inherits the tenancy.

A sole tenant can assign their tenancy before their death rather than wait for a succession. They must assign it to someone who would qualify to succeed if the tenant died. [ 4 ] Find out more about who qualifies for council tenancy succession .

A joint tenant cannot assign to a potential successor. [ 5 ] When a joint tenant dies, the surviving tenant inherits the tenancy by survivorship. [ 6 ]

The assignment must happen while the property is the original tenant's only or principal home. The tenancy loses its security of tenure if the tenant moves out before assignment.

An assignment to a potential successor counts as a succession. There can usually be no further succession when the new tenant dies. [ 7 ]

Assigning to a potential successor prevents the landlord from obtaining possession on ground 15A for underoccupancy. The landlord can only use ground 15A after a succession. Find out more about ground 15A .

Assignment in family law proceedings

The court can order tenancy assignment in family law proceedings. [ 8 ] For example, during divorce proceedings.

This might change a joint tenancy to a sole tenancy, or sign a tenancy over to the person who still lives in the property.

When the tenant needs their landlord's consent to assign

A tenant must have their landlord's consent for a mutual exchange to swap their tenancy. Read more about mutual exchanges .

When assigning to a potential successor or in family law proceedings, the tenant does not need their landlord's agreement to assign unless their tenancy says consent is required. Where this is a term in the tenancy, the tenant should ask their landlord for consent before assignment. They should state they are asking as a formality, because they are exercising a statutory right to assign and the landlord must not unreasonably withhold consent. [ 9 ]

When the tenancy requires consent and the tenant assigns without their landlord's agreement, the landlord might start possession proceedings for a breach of the tenancy. They can serve a notice on a discretionary ground. The court should consider whether it is reasonable to order possession when the tenant correctly assigned using a statutory right.

Find out more about secure tenancy grounds for possession .

An assured or assured shorthold tenancy can be assigned if either:

a housing association tenant assigns their tenancy by mutual exchange

a tenant assigns the tenancy in line with their tenancy terms

Fixed term tenancy

Most tenancies start with an initial fixed term period, such as six months.

Where a tenancy does not mention assignment, the tenant can assign without their landlord's consent.

Where it allows assignment with consent, the tenant needs their landlord's agreement to assign and the landlord cannot unreasonably withhold consent [ 10 ]

Statutory periodic tenancy

A statutory periodic tenancy starts automatically when a fixed term expires.

The tenant needs their landlord's consent to assign. The landlord can refuse for any reason. [ 11 ]

Contractual periodic tenancy

Some tenancies start as periodic with no fixed term, or state they continue as periodic after a fixed term. These are contractual periodic tenancies.

Where the agreement does not mention assignment, the tenant needs the landlord's agreement to assign and the landlord can refuse for any reason. [ 12 ]

Where it allows assignment with consent, the the tenant needs the landlord's agreement to assign and the landlord cannot unreasonably withhold consent. [ 13 ]

A premium is a payment for a tenancy other than rent. A premium includes a tenancy deposit greater than two months' rent. [ 14 ] Where a contractual periodic tenant paid a premium and the tenancy does not mention assignment, the tenant can assign without their landlord's consent.

When a landlord unreasonably withholds consent

When a fixed term or contractual periodic tenancy allows assignment with consent, the tenant can apply for consent in writing. The landlord must reply within a reasonable time. If they refuse to consent, they must give reasons. [ 15 ] The landlord cannot refuse unreasonably.

What is considered unreasonable depends on the facts. [ 16 ] For example, the courts held it is reasonable to withhold consent when the existing tenant has arrears or the new tenant is not financially sound. [ 17 ]

Assignment without the landlord's consent

A tenant might need their landlord's agreement but decide to assign without consent. The assignment happens if the tenant uses a deed, but the tenant has breached their tenancy agreement. [ 18 ]

The landlord can start possession proceedings for a breach of the tenancy. They can serve a notice on a discretionary ground. At the court hearing, the court must be satisfied it is reasonable to grant possession.

Find out more about assured tenancy grounds for possession .

A regulated tenancy has two stages:

the initial contractual tenancy, which can be for a fixed term or periodic

the statutory tenancy that starts when the contractual tenancy ends

Landlords have not been able to grant new regulated tenancies since 1989 so most tenants now have statutory tenancies.

Find out more about regulated tenancies .

Contractual regulated tenancy

A tenant can assign their contractual tenancy with their landlord's consent. If the tenant does not get consent the landlord can seek possession. [ 19 ] A landlord can consent after assignment. [ 20 ]

Statutory regulated tenancy

A statutory tenancy can only be assigned by the court in family law proceedings.

A statutory tenant can request a transfer, where one statutory tenant is substituted for another. [ 21 ] The landlord must give consent and can refuse for any reason.

A tenancy should be assigned using a valid deed. [ 22 ]

The document must be labelled as a deed and signed by each party. It must include the:

name and address of the original tenant

name and address of the new tenant

words "signed as a deed"

landlord's details

An independent person must witness the signatures of the original tenant and new tenant, and sign the document as a witness. The same person can witness all the signatures.

Both tenants should keep a copy of the deed to prove the assignment happened.

Assignment without a deed

In most cases, a tenancy is not assigned if a deed is not completed. [ 23 ]

An assignment could still be valid if the parties intend to assign a tenancy but the deed is not executed correctly. [ 24 ] This is called equitable assignment. If there is a dispute between the parties or with the landlord, the court must decide if the assignment is valid.

The new tenant is not liable for rent arrears that accrued before they took over the tenancy. [ 25 ] In most cases they are liable for rent arrears that accrue after assignment. [ 26 ]

The original tenant is liable for arrears existing at the time of assignment. They might be liable for rent arrears accrued after assignment where either:

the tenancy started before 1 January 1996

they agreed to act as a guarantor for the new tenant

the tenancy agreement prohibits assignment and the landlord did not agree to assignment

The landlord could make a claim against the original tenant for arrears that accrued after the assignment. The landlord must notify the original tenant of the arrears on a prescribed form within six months of the arrears falling due. [ 27 ]

Last updated: 14 August 2024

s.91 Housing Act 1985.

s.134 Housing Act 1996.

s.143K Housing Act 1996.

s.91(3)(c) Housing Act 1985; Burton v Camden LBC [2000] UKHL 8; Peabody Donation Fund Governors v Higgins [1983] 1 WLR 1091.

Burton v Camden LBC [2000] UKHL 8.

Solihull MBC v Hickin [2010] EWCA Civ 868.

s.88(1)(d) Housing Act 1985.

under s.23A or s.24 Matrimonial Causes Act 1973, or under s.17(1) Matrimonial and Family Proceedings Act 1984, or under para 1, Schedule 1 Children Act 1989.

s.19(1) Landlord and Tenant Act 1927.

s.19(1)(a) Landlord and Tenant Act 1927.

s.15 Housing Act 1988.

s.15(1) and 15(2) Housing Act 1988.

s.15(3) Housing Act 1988; s.19(1)(a) Landlord and Tenant Act 1927.

s.15(4) Housing Act 1988.

s.1 Landlord and Tenant Act 1988.

Braun v Westminster Anglo-Continental Investment Co Ltd [1975] 240 EG 927.

Greenwood Reversions Ltd v World Environment Foundation Ltd and Mehra [2008] EWCA Civ 47; Gibbs and Houlder Bros and Co. Ltd Lease, Houlder Bros and Co. v Gibbs [1925] Ch 575, CA.

Sanctuary Housing Association v Baker (1997) 30 HLR 809.

Ground 6, Sch.15 Rent Act 1977; Regional Properties Company v Frankenschwerth [1951] 1 KB 631

Hyde v Pimley [1952] 2 QB 506

para 13, Schedule 1, Rent Act 1977.

s.52 Law of Property Act 1925.

Crago v Julian [1992] 24 HLR 206, CA; Crago v Julian (1991) 24 HLR 306 CA.

s.2 Law of Property (Miscellaneous Provisions) Act 1989.

s.17 Landlord and Tenant (Covenants) Act 1995.

s.5 of the Landlord and Tenant (Covenants) Act 1995

Deed of Assignment (for Intellectual Property)

In the realm of intellectual property, a Deed of Assignment is a formal legal document used to transfer all rights, title, and interest in intellectual property from the assignor (original owner) to the assignee (new owner). This is crucial for the correct transfer of patents, copyrights, trademarks, and other IP rights. The deed typically requires specific legal formalities, sometimes notarization, to ensure it is legally enforceable.

To be legally effective a deed of assignment must contain:

• Title of the Document : It should clearly be labeled as a "Deed of Assignment" to identify the nature of the document.
• Date : The date on which the deed is executed should be clearly mentioned.
• Parties Involved : Full names and addresses of both the assignor (the party transferring the rights) and the assignee (the party receiving the rights). This identifies the parties to the agreement.
• Recitals : This section provides the background of the transaction. It typically includes details about the ownership of the assignor and the intention behind the assignment.
• Definition and Interpretation : Any terms used within the deed that have specific meanings should be clearly defined in this section.
• Description of the Property or Rights : A detailed description of the property or rights being assigned. For intellectual property, this would include details like patent numbers, trademark registrations , or descriptions of the copyrighted material.
• Terms of Assignment : This should include the extent of the rights being transferred, any conditions or limitations on the assignment, and any obligations the assignor or assignee must fulfill as part of the agreement.
• Warranties and Representations : The assignor typically makes certain warranties regarding their ownership of the property and the absence of encumbrances or third-party claims against it.
• Governing Law : The deed should specify which jurisdiction's laws govern the interpretation and enforcement of the agreement.
• Execution and Witnesses : The deed must be signed by both parties, and depending on jurisdictional requirements, it may also need to be witnessed and possibly notarized.
• Schedules or Annexures : If there are detailed lists or descriptions (like a list of patent numbers or property descriptions), these are often attached as schedules to the main body of the deed.

Letter of Assignment (for Trademarks and Patents)

This is a less formal document compared to the Deed of Assignment and is often used to record the assignment of rights or licensing of intellectual property on a temporary or limited basis. While it can outline the terms of the assignment, it may not be sufficient for the full transfer of legal title of IP rights. It's more commonly used in situations like assigning the rights to use a copyrighted work or a trademark license.

For example, company X allows company Y to use their trademark for specific products in a specific country for a specific period.  

At the same time, company X can use a Letter of Assignment to transfer a trademark to someone. In this case, it will be similar to the Deed of Assignment. 

Intellectual Property Sales Agreement

An IP Sales Agreement is a detailed contract that stipulates the terms and conditions of the sale of intellectual property. It covers aspects such as the specific rights being sold, payment terms, warranties regarding the ownership and validity of the IP, and any limitations or conditions on the use of the IP. This document is essential in transactions involving the sale of IP assets.

However, clients usually prefer to keep this document confidential and prepare special deeds of assignment or letter of assignment for different countries.

IP Transfer Declaration

In the context of intellectual property, a Declaration is often used to assert ownership or the originality of an IP asset. For example, inventors may use declarations in patent applications to declare their invention is original, or authors may use it to assert copyright ownership. It's a formal statement, sometimes required by IP offices or courts.

When assigning a trademark, the Declaration can be a valid document to function as a proof of the transfer. For example, a director of company X declares that the company had sold its Intellectual Property to company Y. 

Merger Document

When companies or entities with significant IP assets merge, an IP Merger Document is used. This document outlines how the intellectual property owned by the merging entities will be combined or managed. It includes details about the transfer, integration, or handling of patents, copyrights, trademarks, and any other intellectual property affected by the merger.

In all these cases, the precise drafting of documents is critical to ensure that IP rights are adequately protected and transferred. Legal advice is often necessary to navigate the complexities of intellectual property laws.

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Deed of Assignment of Debt – Everything You Need to Know

Scott Nelson

Debt Expert

Scott Nelson is a renowned debt expert who supports people in debt with debt management and debt solution resources.

Janine Marsh

Financial Expert

Janine is a financial expert who supports individuals with debt management, cost-saving resources, and navigating parking tickets.

Total amount of debt?

For free & impartial money advice you can visit MoneyHelper . We work with The Debt Advice Service who provide information about your options. This isn’t a full fact-find, some debt solutions may not be suitable in all circumstances, ongoing fees might apply & your credit rating may be affected.

For free & impartial money advice you can visit MoneyHelper . We work with The Debt Advice Service who provide information about your options. This isn’t a full fact-find, some debt solutions may not be suitable in all circumstances, ongoing fees might apply & your credit rating may be affected.

Are you facing a ‘deed of assignment of debt’? Are you worried about a debt collector knocking on your door?

You’re in the right place. Each month, over 170,000 people visit our site looking for guidance on debt issues, just like this one. 

In this article, we’ll explain:

•  What a ‘deed of assignment’ is
•  What it means for your debts
•  Different types of assignment
•  Why companies sell their debts
•  Ways to handle your debt situation

We know how scary it can be when debt collectors get involved; some of our team have faced similar situations. We’re here to help you understand your situation and make the best choices.

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Deed of Assignment of Debt – the basics

Being in debt is confusing enough as it is. And it can get even more complicated when you get a letter through the door from a company you may never have heard of demanding (often in quite a strongly-worded way) that you make your payments to them instead.

What’s going on, you might ask yourself?

At the end of the day, the creditor will want the money that you owe back.

However, sometimes when an account falls into arrears , they won’t have the capabilities or resources to claim it back . This is when the original company you owe money might ‘ assign’ your debt . 

What is a Deed of Assignment of Debt?

This is notice that tells you that you now owe a debt collection agency or another collection service the money you originally owed to the creditor .

Instead of paying the company you might have originally owed money to, you now owe a third party company. 

A deed of assignment of debt is a legal documen t alerting you of the transfer of ownership of your debt to another person. The right to receive payment from the debt you owe is transferred over to this new party as well.

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What does it mean?

A deed of assignment of debt is used to transfer or sell the right to recover a debt .

Without a deed of assignment of debt, the two companies are not able to do this – you need a written transfer document. 

Once the transfer document, or deed of assignment of debt, has been signed by the assignee (the party transferring the debt) and the party receiving the debt ( assignor ), they must give notice to the debtor (the person that owes the company the sum of money).

Notice must be given within 7 days of assigning the debt. Unless someone gives notice to the debtor, then the new owner of the debt can’t enforce the debt by suing in court.

Is there more than one type of assignment? 

Confusingly, there are actually two different sorts of assignment that a creditor can make. These are Legal and Equitable.

Both types of assignment fall under the Law of Property Act 1925 , and both require the creditor to inform you of the change in writing – this is known as a notice of assignment of debt .

1. Legal Assignment

Legal assignment of debt gives the company who are purchasing the debt the power to enforce it .

Basically it means that you make payments to this company instead of the original creditor, and they can send you letters and make calls to your home.

2. Equitable

If a debt is an equitable assignment, only the amount you owe is transferred , and the original creditor will still retain the original rights and responsibilities .

The purchasing company will not be able to enforce the debt either.

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Why do companies sell their debts?

A deed of assignment of debt can be a real headache, as you now have another layer of money owed. You will probably rightly ask yourself – why? And how can they sell it?

It may seem strange and confusing, but it’s actually completely legal for them to sell your debt . When you sign a credit agreement, there is almost always a clause in fine print that states that the original creditor has the power to assign their rights to a third party.

As you have signed this agreement, they don’t actually need to ask for your permission to assign your debt.

This also means that you cannot dispute it or make a complaint about it either. The only exception to this rule is if you have given evidence of mental health issues .

» TAKE ACTION NOW:  Fill out the short debt form

What are the next steps?

So that’s the basics about a Deed of Assignment of Debt. But what does this mean for you? 

If your creditor passes one of your debts onto a third party company or debt collection agency, it will be officially noted that this new company is now responsible for collection .

You will be able to see this change on your credit report , and any defaults will also be registered in their name too. 

While it certainly adds another layer of confusion to proceedings and you may be unsure of what’s going on when you find out about a deed of assignment of debt, it can occasionally be a bit of a blessing in disguise. 

You may find it much easier dealing with the new company, as they could be more flexible when it comes to discussing interest and additional charges.

There is also the likelihood that these companies actually specialise in collecting debts , and so know how to approach you as the customer with more tact and delicacy than the original creditor.

Is there something missing? We’re all ears and eager to improve. Send us a message and let us know how we can make our article more useful for you.

You can email us directly at [email protected] to share your feedback.

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DEED OF ASSIGNMENT: EVERYTHING YOU NEED TO KNOW.

A Deed of Assignment refers to a legal document in which an assignor states his willingness to assign the ownership of his property to the assignee. The Deed of Assignment is required to effect a transfer of property and to show the legal right to possess it. It is always a subject of debate whether Deed of Assignment is a contract; a Deed of Assignment is actually a contract where the owner (the “assignor”) transfers ownership over certain property to another person (the “assignee”) by way of assignment. As a result of the assignment, the assignee steps into the shoes of the assignor and assumes all the rights and obligations pertaining to the property.

In Nigeria, a Deed of Assignment is one of the legal documents that transfer authentic legal ownership in a property. There are several other documents like a deed of gifts, Assent, etc. However, this article focuses on the deed of assignment.

It is the written proof of ownership that stipulates the kind of rights or interests being transferred to the buyer which is a legal interest.

Read Also: DIFFERENCE BETWEEN TRANSFER OF PROPERTY THROUGH WILLS AND DEED OF GIFT

CONTENTS OF A DEED OF ASSIGNMENT

Content of a Deed of Assignment matters a lot to the transaction and special skill is needed for a hitch-free transaction. The contents of a deed of assignment can be divided into 3 namely; the introductory part, the second (usually the operative part), and the concluding part.

• THE INTRODUCTORY PART: This part enumerates the preliminary matters such as the commencement date, parties in the transaction, and recitals. The parties mentioned in the deed must be legal persons which can consist of natural persons and entities with corporate personality, the name, address, and status of the parties must be included. The proper descriptions of the parties are the assignor (seller) and assignee (buyer). The Recitals give the material facts constituting the background to the current transaction in chronological order.
• THE SECOND PART (USUALLY THE OPERATIVE PART): This is the part where the interest or title in the property is actually transferred from the assignor to the assignee. It is more like the engine room of the deed of assignment. The operative part usually starts with testatum and it provides for other important clauses such as the consideration (price) of the property, the accepted receipt by the assignor, the description of the property, and the terms and conditions of the transaction.
• The testimonium : this shows that all the parties are involved in the execution of the deed.
• Execution : this means signing. The capacity of the parties (either individual, corporate bodies, illiterates) is of great essence in the mode of execution.  It is important to note that the type of parties involved determines how they will sign. Example 2 directors or a director/secretary will sign if a company is involved. In the same way, if an association, couple, individual, illiterate, family land (omonile), firm, unregistered association, etc. is involved the format of signature would be different.
• Attestation : this refers to the witnessing of the execution of the deed by witnesses.

For a Deed of Assignment to be effective, it must include a column for the Governor of the state or a representative of the Government where the property is, to sign/consent to the transaction. By virtue of Sec. 22 of the Land Use Act, and Sec. 10 Land Instrument Registration Law, the Governor must consent to the transaction.

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Only 22% of poorest Nigerian households have electricity access –World Bank

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