operation of law
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A way in which someone gets certain rights (or sometimes responsibilities) automatically under the law without taking action, requiring cooperation from another person, or being the subject of a court order . This situation usually arises from the happening of an event, such as a death, that triggers a change in human affairs as created by functions of the law. Some examples of such actions by operation of law include a joint tenancy where any surviving joint tenants get title to the jointly owned property automatically when one joint tenant dies; asset transfers when someone dies without a will and that person's legal heirs automatically inherit property from their estate ; or the transfer of property from the debtor to a bankruptcy estate pursuant to the Bankruptcy Code . Just as the death in the first two examples automatically triggers the transfer of property title or assets, in the third example the mere commencement of the bankruptcy case triggers the transfer without the need for any transfer-related activity by the debtor.
Operation of law can also describe what a person can or cannot do, or what rights or interests a person has. For example, a prohibition created by statute , a business license granted by an agency , or a property rights determined by the judicial interpretation of a will. In each case, the outcome or effect is created by operation of law.
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Operation of Law (Best Overview: Definition And Examples)
What is operation of law ?
How do you define operation of law?
Can the law create rights or obligations automatically and by default?
In this article, we will break down the notion of “ operation of law ” so you know all there is to know about it.
We will look at the operation of law definition , how it works , how the law can operate a termination of rights, assignment or transfer , we’ll look at an agency by operation of law example , operation of law in real estate and more.
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Table of Contents
Operation of law definition
According to Cornell Law School’s Legal Information Institute, operation of law is defined as:
A way in which someone gets certain rights (or sometimes responsibilities) automatically under the law without taking action, requiring cooperation from another person, or being the subject of a court order. Author
What is notable with this definition is that certain “ rights ” or “ responsibilities ” will apply to a situation by default or automatically by applying the legal regime or statute.
What does operation of law mean
Operation of law or by operation of law means that a person’s rights and obligations are created by the application of the law, statute or regulation regardless of the person’s desire or intention.
In other words, a person may acquire certain rights or become liable for certain obligations through the application of legal rules without consideration of his or her intention .
The law can grant rights, impose restrictions or prohibitions on a person by operation of law or determine what a person can or cannot do.
For example:
If two people own a property as joint tenants with right of survivorship, in the event one dies, the other will acquire full title to the property by operation of law Author
In this example, the law operates a transfer of title of the property by the application of the joint tenancy rules.
Agency by operation of law
The rights, responsibilities and obligations of parties to an agency contract may be affected by the operation of law.
For instance, termination of agency by operation of law occurs when:
- The parties expressly provide for termination by operation of law
- For defined cause
- The agent’s performance is partially or fully executed
In a contract of agency , the principal does not have an obligation to remain in the contract and can terminate the agency by giving reasonable notice to the agent at any time.
This termination right is granted to the principal by ‘operation of law’.
Assignment by operation of law
Assignment by operation of law is when certain rights are assigned to another.
Title to a patent can be assigned in a financial transaction such as a merger or as a result of operation of law in the event of bankruptcy Author
Termination by operation of law
In contract law , a contract may be terminated by operation of law.
In the following situations, a contract may be terminated without consideration of the intention of the parties:
- An offer may become null and void if the person dies
- A contract may be terminated (or voided) if it was formed based on fraudulent acts
- A contract may be terminated if a person did not have the capacity to sign
- A contract may be deemed unenforceable and voided in full by operation of law
Discharge by operation of law
Discharge by operation of the law is when a person is freed or liberated from certain obligations by operation of law.
When a person goes bankrupt, the person’s debts are discharged. This means that the person is no longer legally bound to make any payments to his or her creditors. Author
Reset by operation of law
Reset by operation of law is when a court resets the case for a legal reason that it has identified.
When a case is reset, it means that the litigants will need to start the case from the beginning.
Typically, a case is reset by a judge exercising its judicial powers .
Power of attorney operation of law
In a power of attorney, the person appointing an attorney can define that by operation of law, the power of attorney may lapse or not .
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned hereby appoint John Doe as my attorney-in-fact. My attorney-in-fact shall have the power to act hereunder. The duration of such powers shall not be affected by the lapse of time, and all such powers shall remain in effect until express revocation of the present power of attorney, the execution of these same powers to any other individual, or expiration by operation of law. Author
Transfer by operation of law
What’s common is the transfer of property by operation of law.
In other words, by applying certain laws, statutes or rules, an asset will be transferred or titled conveyed by operation of law.
The common example is with respect to the following ownership rights :
- Joint tenants with right of survivorship
- Joint tenants in common
- Intestate death
If two people own a property together as joint tenants with right of survivorship , in the event of the death of one, the survivor becomes the full owner of the property.
In this case, the title to the property is transferred by operation of law.
Similarly, if a property is held by two people as tenants in common , in the event one dies, the deceased share in the property will be transferred to his or her estate.
In a case when a person dies without a will ( intestate death ), the law will determine the heirs and have the person’s assets transferred to those heirs.
Operation of law real estate
A typical example of how the operation of law works in real estate is with regard to the doctrine of adverse possession .
A non-owner of a property , by “operation of law”, may get title to land, property or real estate as he or she has been occupying the same for a certain period of time .
The rights granted to a non-owner of a property are granted regardless of the intention of the property owner or the non-owner.
Operation of law clause
The parties to a contract can include an operation of law clause where they define certain events to trigger certain legal consequences without the need of a party to act in any way.
“Operation of law” means the assignment of Party A’s assets by the court order in the context of a merger. Author
Operation of law examples
There are many examples where, by operation of law, a person acquires certain rights or obligations.
Here are examples of how a person may be impacted by the operation of the law:
- If a person passes away without a will, the heirs will be determined by the operation of law
- A person’s assets may be transferred upon death to his or her heirs without a will through the operation of law
- The title of land can pass to a non-owner by operation of law through adverse possession
- The title to a property or asset held by joint tenants with right of survivorship will be transferred to the survivor in the event one dies by operation of law
- An easement by prescription rights occurs by operation of law
- When a party fails to pursue a complaint will lead to its dismissal by operation of law
- The assets of a bankrupt person or entity will be transferred to the trustee or bankruptcy estate by operation of law through the application of the bankruptcy laws
- When a child turns 18 , by operation of law the guardianship ends
- Operation of law discharge happens when a person’s debt is discharged by filing for bankruptcy
- Operation of law agency occurs when the law creates a principal and agent relationship not because of an agreement but by application of the law
Operation of law FAQ
What does operation of law mean?
The operation of law legal definition is when a person acquires legal rights or obligations automatically through the application of the law.
A contract may be void by operation of law if the person did not have the capacity to sign. In this example, for a contract to be legally formed in compliance with contract laws, you must strictly observe the contract formation elements which include capacity. Without capacity, by operation of law, the contract is void. Author
What does assignment by operation of law mean?
Assignment by operation of law means when certain rights, property or assets are assigned or transferred to another legally without the need of the property owner to act in any way.
In the event of bankruptcy, the assets of the bankrupt are assigned to the bankruptcy trustee by operation of law Author
In the event of a person’s death without a will, the assets of a person are assigned, by operation of law, to the heirs designated by law Author
Can a corporation be created by operation of law?
A de facto corporation or de jure corporation is an enterprise recognized by operation of law although it did not comply with every aspect of the law in regards to its formation.
The law creates a corporation or enterprise by operation of law to provide some protection against third parties.
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assignment by operation of law
About legallingo.
“By Operation of Law” (Including Draft No-Assignment Language)
30 September 2021 23 June 2011 | Ken Adams
In Meso Scale Diagnostics, LLC v. Roche Diagnostics GMBH (go here for a PDF copy), the Delaware Court of Chancery held that it’s not clear whether for purposes of a no-assignment provision a reverse triangular merger constitutes an assignment “by operation of law.” (A reverse triangular merger is when Sub merges into Target.)
I’m not going to go into any detail regarding the case, as that information is readily available elsewhere. (Plucking a couple of examples at random, go here for Milbank’s analysis and go here for Shearman & Sterling’s analysis.)
Transfers by operation of law are generally considered involuntary transfers. They include court-ordered property transfers, bankruptcy-related transfers, and transfers to or from an executor or an administrator. Whether mergers and consolidations are transfers by operation of law is an open question. The cases reach inconsistent results.
That suggests that if you use the phrase by operation of law , you run the risk of getting into a fight over exactly what it means. And the Meso Scale Diagnostics case provides a great example of exactly that.
So what should you do instead? Koncision’s confidentiality-agreement template uses a bare-bones no-assignment provision that doesn’t get into by-operation-of-law territory, so here’s a more detailed version that I’ve just come up with:
Without the prior written consent of the other party, neither party may voluntarily or by court order (1) assign any of its rights under this agreement, whether by contract or by merger (whether that party is the surviving or disappearing entity), consolidation, dissolution, or otherwise, or (2) delegate any of its obligations under this agreement or its performance in satisfaction of any conditions to any obligations of the other party under this agreement. Any assignment or delegation in breach of this section X will be void.
Some observations:
- I’m aware it doesn’t read very easily.
- If you provide for the possibility of consent, it would be safest to assume that consent can’t be unreasonably withheld. If you have a problem with that, omit any mention of consent.
- I think it’s helpful to distinguish the issue of volition (voluntary or or by court order) from the mechanism of assignment (by contract or something else).
- I suggest that “by court order” is what’s left if you eliminate mergers, consolidations, and dissolution from by operation of law .
- The reference to “the surviving or disappearing entity” covers both direct mergers, triangular mergers, and reverse triangular mergers.
- Don’t simply prohibit assigning the entire contract—a court might construe that as prohibiting just delegation of duties.
- The reference to “performance in satisfaction of any conditions” acknowledges that if you promise to pay me $50 if I mow your lawn, I might want to delegate the task of mowing your lawn to someone else. If I do so, I’m not delegating an obligation, I’m delegating performance aimed at satisfying a condition. I got this idea from Negotiating and Drafting Contract Boilerplate , but I’ve chosen to articulate it differently.
- Saying that any assignment or delegation in breach will be void might be enough by itself. But including a prohibition too would provide a remedy if the other party nevertheless tries to assign or delegate, thereby causing you to incur legal fees.
- Saying that a court-ordered assignment will be void won’t work if the law overrides any restriction on assignment. See this August 2006 post on AdamsDrafting on how that plays out in bankruptcy.
- If you’re worried about a change of control, you might want to handle that by means of an event-of-default provision rather than a no-assignment provision: it’s a bit of a stretch to consider a change in Acme’s ownership as constituting assignment by Acme of its rights under a contract.
But once you have your broad no-assignment wording, you have to determine whether for a given transaction you need the full monty , something less, nothing at all, or a provision authorizing assignment. I won’t get into that here.
About the author
Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting , and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.
9 thoughts on ““By Operation of Law” (Including Draft No-Assignment Language)”
Ken, thanks for the mention of the book. Language involving “by operation of law”, seems a bit specialist for a confidentiality agreement. As to what it means, I think it is a sweep-up that may cover oddities, eg:
– contracts with an individual that may continue when he dies, eg copyright licence agreements? – contracts that become contracts with a new entity by virtue of a law.
In the latter category, I can cite my former client Royal Free Hospital School of Medicine, which was dissolved and whose assets transferred to University College London under the University College London Act 1996 (see section 5 which deals with automatic transfer of property without any assignment). See http://www.legislation.gov.uk/ukla/1996/3/contents/enacted
To tee up a potential Plan B, counsel for a non-assigning party might ask for a termination right — if the other party engages in a merger that the non-assigning party doesn’t like, and the merger would not be considered an “assignment” under applicable law, then the non-assigning party can terminate the agreement.[1] [2]
[1] Of course, the consequences of termination would have to be thought through and suitably addressed.
[2] I’ve never been 100% comfortable with the concept of terminating the Agreement. My late partner and mentor Tom Arnold was of the school of thought that contracts per se are historical facts and can never be terminated – only specific rights and duties can be terminated.
I have some nitpicks.
The Texas statute on the effect of a merger (section 10.008 at http://www.statutes.legis.state.tx.us/Docs/BO/pdf/BO.10.pdf ) specifically says that a merger vests rights in property in the successor organization without any assignment or transfer having occurred. Someone who knows this law better than me might be able to comment on whether that would include, for example, a lease to either real property or capital equipment. If you nonetheless want to prohibit the lease vesting int he successor, i think your language will have to use a word other than “assign.”
Along the same lines, the statute makes the successor entity be the primary obligor without calling it a delegation, so the non-delegation language might not be effective. The statute does allow a contract to specify additional obligors.
The two points above are important mainly because Texas law allows a merger to have multiple surviving or new entities result from the merger. So, your valuable lease might end up being held by a much less creditworthy entity. I don’t have a solution for this problem that would be generally applicable. I think instead, the drafter will have to look towards protections elsewhere, like warranties that the lessee would breach by becoming less creditworthy or a termination right that kicks in on any organic event.
You might want to change “court order” to “government action” to handle situations where regulatory bodies take control of a company (e.g. banks, insurers) and also have statutory, quasi-judicial power to transfer obligations to successors.
Finally, your construction of “neither party may” seems to run afoul of the guidance in MSCD 2.150. But the meaning of “may” in the construction remains consistent with MCSD and the alternative construction — each party shall not — is a clunky here, so I see why you chose the alternative.
Chris: Hmm. Regarding your first two points, I’ll have to put on my thinking cap. I might take a while to respond.
Yes, I will change “court order” to something that refers to “Government Body” or some such. I did something similar for purposes of Koncision’s confidentiality-agreement template.
I periodically fall foul of my own guidelines, and I’m delighted when people point that out. But regarding “neither party may,” have a look at MSCD 2.152.
“By operation of law” could also cover death, if one of the parties is an individual. I doubt it would be any more effective than trying to prohibit assignment by court order. There are, of course, ways of addressing the effect of death directly, if it’s a real issue.
- Pingback: Koncision » Rethinking the “No Assignment” Provision
One senior lawyer advised me a one-sided transfer of shares from A to B under “operation of law” without any transfer deed or court order. He explained the following: 1. A breached the shareholders agreement. The agreement said that in case any shareholder breaches, his shares will be bought by other shareholders. 2. Since the agreement was breached, hence the shares were transferred to other shareholders under “operation of law”. 3. Since it came under operation of law, hence the transfer of shares became “transmission of shares” which needs no court order or transfer deed. I was shocked to listen this approach. Can you comment.
so does permanent disability fall under operation of the law and therefore Transmission applies?
Your page is very useful for us mortals to understand some technical language. I am grateful indeed.
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Do Change of Control Transactions Constitute an Assignment by Operation of Law?
Commercial landlords often rely on anti-assignment provisions to restrict the ability of tenants to assign their interest in a lease to a third party. Such provisions often restrict assignments by “operation of law,” which are generally considered involuntary assignments mandated via a court order. Commercial landlords may assume that a change of control transaction violates a basic anti–assignment clause. Landlords wishing to restrict change of control of a tenant entity, however, should have clear anti-assignment provisions in their leases that expressly restrict such transactions and characterize such “changes of control” as assignments.
A change of control is a significant change in the equity, ownership, or management of a business entity. This can occur through a merger, consolidation or acquisition.
The general rule is that change of control of a corporate entity is not an assignment by operation of law, and therefore does not violate a basic anti-assignment provision. Courts have reasoned that a landlord entering into a lease with a corporate tenant should be aware that a corporation, or limited liability company, is an entity which exists separate and apart from its ownership, and that a change in ownership of the corporate entity does not change the tenant entity under the lease.
Courts in many states including Florida, New York and Delaware have held that a change of control is not an assignment by operation of law. In Sears Termite & Pest Control, Inc. v. Arnold , a Florida court held, “[t]he fact that there is a change in the ownership of corporate stock does not affect the corporation’s existence or its contract rights, or liabilities.” Further, in Meso Scale Diagnostics LLC v. Roche Diagnostics GMBH , a Delaware court ruled, “[g]enerally mergers do not result in an assignment by operation of law of assets that began as property of the surviving entity and continued to be such after the merger.”
Importantly, the rule is different if the tenant entity does not survive the transaction. In MTA Canada Royalty Corp. v. Compania Minera Pangea , a Delaware Superior Court held that a merger in which the contracting entity does not survive may be held to be an assignment by operation of law.
If a landlord intends for a change of control of a tenant to violate the anti-assignment clause in its lease, the landlord should ensure that its lease expressly states that a change of control constitutes an assignment.
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Mergers and Restrictions on Assignments by “Operation of Law” Blog Global Private Equity Watch
Few things are more fundamental to M&A due diligence than determining whether any of the material contracts to which the target is a party require a counterparty’s consent as a condition to the proposed acquisition. And that determination is significantly influenced by the specific language set forth in the contract’s anti-assignment/change of control provision, as well as the form the proposed acquisition takes—i.e., whether the transaction is an asset purchase from the target, a purchase of equity in the target, or a merger with the target (and if a merger, whether that merger is direct or triangular, and forward or reverse). [1] A recent Delaware Superior Court decision, MTA Canada Royalty Corp. v. Compania Minera Pangea, S.A. de C.V. , 2020 WL 5554161 (Del. Super. Sept. 16, 2020), is a stark reminder of the importance of carefully analyzing change of control/anti-assignment provisions and taking advantage of all available structuring alternatives to avoid untoward results that can occur from completing an acquisition deemed to require a counterparty’s consent.
MTA Canada Royalty involved a claim by a successor to a selling party under an acquisition agreement for payment by the buyer of a Conditional Payment owing to the selling party if the mining property sold pursuant to that agreement remained in operation after a date certain. It appears that the requirements for triggering the obligation to make the Conditional Payment were satisfied, but because of some transactions undertaken by the selling party, and the impact of an anti-assignment clause in the acquisition agreement, the buyer claimed that the person actually asserting entitlement to that Conditional Payment was not so entitled (indeed, no one was because the selling party had ceased to exist).
Following the acquisition of the mining property by the buyer, the stockholders of the selling party sold all of their shares in the selling party to a third party, but purported to carve out the Conditional Payment Obligation owing to the selling party from the sale of stock of the selling entity. So, when the Conditional Payment came due, the selling party’s former stockholders, rather than the selling party, sued to collect the Conditional Payment when it was not forthcoming from the buyer. In an earlier decision, Coeur Mining, Inc. v. Compania Minera Pangea, S.A. de C.V., 2019 WL 3976078 (Del. Super. Aug. 22, 2019), the court held that the selling party’s former stockholders had no standing to claim the Conditional Payment because the only person entitled to that Conditional Payment was the selling party itself, and there really is no such thing as carving out assets of an entity in favor the entity’s stockholders selling the stock of that entity, without the entity itself assigning (by way of a dividend) those assets to its stockholders. And, of course, if an assignment had occurred it was prohibited by the anti-assignment provision in the agreement creating the Conditional Payment Obligation. Thus, the court dismissed the former stockholders’ claim outright.
MTA Canada Royalty was the second bite at the apple. If the selling entity’s former stockholders, who purported to retain the right to the Conditional Payment, had no standing to pursue collection of the Conditional Payment themselves, then presumably the selling party still could (and one would assume the selling party would then have an obligation to turn over the Conditional Payment to the former stockholders when collected). [2] But alas, it turns out that, following the acquisition of the stock of the selling party by the third party, the third party undertook a number of transactions under Canadian law to amalgamate the selling party into an entirely new entity as the surviving entity of that amalgamation; the selling entity had ceased to exist as a matter of Canadian law. Thus, the plaintiff in this second bite lawsuit to collect what was presumably otherwise owed was not the selling party to the original acquisition agreement, but a successor to that selling party.
While the amalgamation was a creature of Canadian law, the original acquisition agreement containing the anti-assignment clause was governed by Delaware law. The parties apparently conceded that the amalgamation was the equivalent of a merger under Delaware law. The buyer argued that the anti-assignment clause in the original acquisition agreement was violated when the amalgamation occurred without the buyer’s consent; and that the successor had no standing to claim the Conditional Payment. However, under Delaware law, a general prohibition on a party transferring or assigning an agreement does not automatically prohibit a merger involving a contracting party, even one in which the contracting party is not the survivor of such merger. As noted by the Delaware Court of Chancery in Star Cellular Telephone Co., Inc. v. Baton Rouge CGSA, Inc. , 1993 WL 294847, at *8 (Del. Ch. Aug. 2, 1993):
[W]here an antitransfer clause in a contract does not explicitly prohibit a transfer of property rights to a new entity by a merger, and where performance by the original contracting party is not a material condition and the transfer itself creates no unreasonable risks for the other contracting parties, the court should not presume that the parties intended to prohibit the merger.
Nonetheless, “[w]hen an anti-assignment clause includes language referencing an assignment ‘by operation of law,’ Delaware courts generally agree that the clause applies to mergers in which the contracting company is not the surviving entity.” [3] Here the anti-assignment clause in the original acquisition agreement did purport to include a prohibition on assignments “by operation of law.” [4] And, although Delaware has recognized that a merger in which the contracting party is the survivor (a reverse triangular merger) is not an assignment by operation of law “because the contract rights remain with the contracting party and do not pass to another entity,” the amalgamation here resulted in a new entity acquiring the contract rights of the original selling party and the original selling party ceasing to exist. Thus, the effect of the anti-assignment clause and its applicability to the amalgamation resulted in the buyer having no obligation for the payment of the Conditional Payment to anyone.
Although the court appears to acknowledge the seeming “unfairness of allowing [the buyer] to avoid making a payment it allegedly owes[,]” the court nonetheless concludes that “it is not this Court’s function to save sophisticated contracting parties from an unfair or unanticipated result of their own corporate transactions.” After all, “[t]he parties could have avoided this result through careful drafting during contract negotiations or by utilizing a different corporate structure when [the selling party and the surviving new entity] combined.” [5]
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- assignments basic law
Assignments: The Basic Law
The assignment of a right or obligation is a common contractual event under the law and the right to assign (or prohibition against assignments) is found in the majority of agreements, leases and business structural documents created in the United States.
As with many terms commonly used, people are familiar with the term but often are not aware or fully aware of what the terms entail. The concept of assignment of rights and obligations is one of those simple concepts with wide ranging ramifications in the contractual and business context and the law imposes severe restrictions on the validity and effect of assignment in many instances. Clear contractual provisions concerning assignments and rights should be in every document and structure created and this article will outline why such drafting is essential for the creation of appropriate and effective contracts and structures.
The reader should first read the article on Limited Liability Entities in the United States and Contracts since the information in those articles will be assumed in this article.
Basic Definitions and Concepts:
An assignment is the transfer of rights held by one party called the “assignor” to another party called the “assignee.” The legal nature of the assignment and the contractual terms of the agreement between the parties determines some additional rights and liabilities that accompany the assignment. The assignment of rights under a contract usually completely transfers the rights to the assignee to receive the benefits accruing under the contract. Ordinarily, the term assignment is limited to the transfer of rights that are intangible, like contractual rights and rights connected with property. Merchants Service Co. v. Small Claims Court , 35 Cal. 2d 109, 113-114 (Cal. 1950).
An assignment will generally be permitted under the law unless there is an express prohibition against assignment in the underlying contract or lease. Where assignments are permitted, the assignor need not consult the other party to the contract but may merely assign the rights at that time. However, an assignment cannot have any adverse effect on the duties of the other party to the contract, nor can it diminish the chance of the other party receiving complete performance. The assignor normally remains liable unless there is an agreement to the contrary by the other party to the contract.
The effect of a valid assignment is to remove privity between the assignor and the obligor and create privity between the obligor and the assignee. Privity is usually defined as a direct and immediate contractual relationship. See Merchants case above.
Further, for the assignment to be effective in most jurisdictions, it must occur in the present. One does not normally assign a future right; the assignment vests immediate rights and obligations.
No specific language is required to create an assignment so long as the assignor makes clear his/her intent to assign identified contractual rights to the assignee. Since expensive litigation can erupt from ambiguous or vague language, obtaining the correct verbiage is vital. An agreement must manifest the intent to transfer rights and can either be oral or in writing and the rights assigned must be certain.
Note that an assignment of an interest is the transfer of some identifiable property, claim, or right from the assignor to the assignee. The assignment operates to transfer to the assignee all of the rights, title, or interest of the assignor in the thing assigned. A transfer of all rights, title, and interests conveys everything that the assignor owned in the thing assigned and the assignee stands in the shoes of the assignor. Knott v. McDonald’s Corp ., 985 F. Supp. 1222 (N.D. Cal. 1997)
The parties must intend to effectuate an assignment at the time of the transfer, although no particular language or procedure is necessary. As long ago as the case of National Reserve Co. v. Metropolitan Trust Co ., 17 Cal. 2d 827 (Cal. 1941), the court held that in determining what rights or interests pass under an assignment, the intention of the parties as manifested in the instrument is controlling.
The intent of the parties to an assignment is a question of fact to be derived not only from the instrument executed by the parties but also from the surrounding circumstances. When there is no writing to evidence the intention to transfer some identifiable property, claim, or right, it is necessary to scrutinize the surrounding circumstances and parties’ acts to ascertain their intentions. Strosberg v. Brauvin Realty Servs., 295 Ill. App. 3d 17 (Ill. App. Ct. 1st Dist. 1998)
The general rule applicable to assignments of choses in action is that an assignment, unless there is a contract to the contrary, carries with it all securities held by the assignor as collateral to the claim and all rights incidental thereto and vests in the assignee the equitable title to such collateral securities and incidental rights. An unqualified assignment of a contract or chose in action, however, with no indication of the intent of the parties, vests in the assignee the assigned contract or chose and all rights and remedies incidental thereto.
More examples: In Strosberg v. Brauvin Realty Servs ., 295 Ill. App. 3d 17 (Ill. App. Ct. 1st Dist. 1998), the court held that the assignee of a party to a subordination agreement is entitled to the benefits and is subject to the burdens of the agreement. In Florida E. C. R. Co. v. Eno , 99 Fla. 887 (Fla. 1930), the court held that the mere assignment of all sums due in and of itself creates no different or other liability of the owner to the assignee than that which existed from the owner to the assignor.
And note that even though an assignment vests in the assignee all rights, remedies, and contingent benefits which are incidental to the thing assigned, those which are personal to the assignor and for his sole benefit are not assigned. Rasp v. Hidden Valley Lake, Inc ., 519 N.E.2d 153, 158 (Ind. Ct. App. 1988). Thus, if the underlying agreement provides that a service can only be provided to X, X cannot assign that right to Y.
Novation Compared to Assignment:
Although the difference between a novation and an assignment may appear narrow, it is an essential one. “Novation is a act whereby one party transfers all its obligations and benefits under a contract to a third party.” In a novation, a third party successfully substitutes the original party as a party to the contract. “When a contract is novated, the other contracting party must be left in the same position he was in prior to the novation being made.”
A sublease is the transfer when a tenant retains some right of reentry onto the leased premises. However, if the tenant transfers the entire leasehold estate, retaining no right of reentry or other reversionary interest, then the transfer is an assignment. The assignor is normally also removed from liability to the landlord only if the landlord consents or allowed that right in the lease. In a sublease, the original tenant is not released from the obligations of the original lease.
Equitable Assignments:
An equitable assignment is one in which one has a future interest and is not valid at law but valid in a court of equity. In National Bank of Republic v. United Sec. Life Ins. & Trust Co. , 17 App. D.C. 112 (D.C. Cir. 1900), the court held that to constitute an equitable assignment of a chose in action, the following has to occur generally: anything said written or done, in pursuance of an agreement and for valuable consideration, or in consideration of an antecedent debt, to place a chose in action or fund out of the control of the owner, and appropriate it to or in favor of another person, amounts to an equitable assignment. Thus, an agreement, between a debtor and a creditor, that the debt shall be paid out of a specific fund going to the debtor may operate as an equitable assignment.
In Egyptian Navigation Co. v. Baker Invs. Corp. , 2008 U.S. Dist. LEXIS 30804 (S.D.N.Y. Apr. 14, 2008), the court stated that an equitable assignment occurs under English law when an assignor, with an intent to transfer his/her right to a chose in action, informs the assignee about the right so transferred.
An executory agreement or a declaration of trust are also equitable assignments if unenforceable as assignments by a court of law but enforceable by a court of equity exercising sound discretion according to the circumstances of the case. Since California combines courts of equity and courts of law, the same court would hear arguments as to whether an equitable assignment had occurred. Quite often, such relief is granted to avoid fraud or unjust enrichment.
Note that obtaining an assignment through fraudulent means invalidates the assignment. Fraud destroys the validity of everything into which it enters. It vitiates the most solemn contracts, documents, and even judgments. Walker v. Rich , 79 Cal. App. 139 (Cal. App. 1926). If an assignment is made with the fraudulent intent to delay, hinder, and defraud creditors, then it is void as fraudulent in fact. See our article on Transfers to Defraud Creditors .
But note that the motives that prompted an assignor to make the transfer will be considered as immaterial and will constitute no defense to an action by the assignee, if an assignment is considered as valid in all other respects.
Enforceability of Assignments:
Whether a right under a contract is capable of being transferred is determined by the law of the place where the contract was entered into. The validity and effect of an assignment is determined by the law of the place of assignment. The validity of an assignment of a contractual right is governed by the law of the state with the most significant relationship to the assignment and the parties.
In some jurisdictions, the traditional conflict of laws rules governing assignments has been rejected and the law of the place having the most significant contacts with the assignment applies. In Downs v. American Mut. Liability Ins. Co ., 14 N.Y.2d 266 (N.Y. 1964), a wife and her husband separated and the wife obtained a judgment of separation from the husband in New York. The judgment required the husband to pay a certain yearly sum to the wife. The husband assigned 50 percent of his future salary, wages, and earnings to the wife. The agreement authorized the employer to make such payments to the wife.
After the husband moved from New York, the wife learned that he was employed by an employer in Massachusetts. She sent the proper notice and demanded payment under the agreement. The employer refused and the wife brought an action for enforcement. The court observed that Massachusetts did not prohibit assignment of the husband’s wages. Moreover, Massachusetts law was not controlling because New York had the most significant relationship with the assignment. Therefore, the court ruled in favor of the wife.
Therefore, the validity of an assignment is determined by looking to the law of the forum with the most significant relationship to the assignment itself. To determine the applicable law of assignments, the court must look to the law of the state which is most significantly related to the principal issue before it.
Assignment of Contractual Rights:
Generally, the law allows the assignment of a contractual right unless the substitution of rights would materially change the duty of the obligor, materially increase the burden or risk imposed on the obligor by the contract, materially impair the chance of obtaining return performance, or materially reduce the value of the performance to the obligor. Restat 2d of Contracts, § 317(2)(a). This presumes that the underlying agreement is silent on the right to assign.
If the contract specifically precludes assignment, the contractual right is not assignable. Whether a contract is assignable is a matter of contractual intent and one must look to the language used by the parties to discern that intent.
In the absence of an express provision to the contrary, the rights and duties under a bilateral executory contract that does not involve personal skill, trust, or confidence may be assigned without the consent of the other party. But note that an assignment is invalid if it would materially alter the other party’s duties and responsibilities. Once an assignment is effective, the assignee stands in the shoes of the assignor and assumes all of assignor’s rights. Hence, after a valid assignment, the assignor’s right to performance is extinguished, transferred to assignee, and the assignee possesses the same rights, benefits, and remedies assignor once possessed. Robert Lamb Hart Planners & Architects v. Evergreen, Ltd. , 787 F. Supp. 753 (S.D. Ohio 1992).
On the other hand, an assignee’s right against the obligor is subject to “all of the limitations of the assignor’s right, all defenses thereto, and all set-offs and counterclaims which would have been available against the assignor had there been no assignment, provided that these defenses and set-offs are based on facts existing at the time of the assignment.” See Robert Lamb , case, above.
The power of the contract to restrict assignment is broad. Usually, contractual provisions that restrict assignment of the contract without the consent of the obligor are valid and enforceable, even when there is statutory authorization for the assignment. The restriction of the power to assign is often ineffective unless the restriction is expressly and precisely stated. Anti-assignment clauses are effective only if they contain clear, unambiguous language of prohibition. Anti-assignment clauses protect only the obligor and do not affect the transaction between the assignee and assignor.
Usually, a prohibition against the assignment of a contract does not prevent an assignment of the right to receive payments due, unless circumstances indicate the contrary. Moreover, the contracting parties cannot, by a mere non-assignment provision, prevent the effectual alienation of the right to money which becomes due under the contract.
A contract provision prohibiting or restricting an assignment may be waived, or a party may so act as to be estopped from objecting to the assignment, such as by effectively ratifying the assignment. The power to void an assignment made in violation of an anti-assignment clause may be waived either before or after the assignment. See our article on Contracts.
Noncompete Clauses and Assignments:
Of critical import to most buyers of businesses is the ability to ensure that key employees of the business being purchased cannot start a competing company. Some states strictly limit such clauses, some do allow them. California does restrict noncompete clauses, only allowing them under certain circumstances. A common question in those states that do allow them is whether such rights can be assigned to a new party, such as the buyer of the buyer.
A covenant not to compete, also called a non-competitive clause, is a formal agreement prohibiting one party from performing similar work or business within a designated area for a specified amount of time. This type of clause is generally included in contracts between employer and employee and contracts between buyer and seller of a business.
Many workers sign a covenant not to compete as part of the paperwork required for employment. It may be a separate document similar to a non-disclosure agreement, or buried within a number of other clauses in a contract. A covenant not to compete is generally legal and enforceable, although there are some exceptions and restrictions.
Whenever a company recruits skilled employees, it invests a significant amount of time and training. For example, it often takes years before a research chemist or a design engineer develops a workable knowledge of a company’s product line, including trade secrets and highly sensitive information. Once an employee gains this knowledge and experience, however, all sorts of things can happen. The employee could work for the company until retirement, accept a better offer from a competing company or start up his or her own business.
A covenant not to compete may cover a number of potential issues between employers and former employees. Many companies spend years developing a local base of customers or clients. It is important that this customer base not fall into the hands of local competitors. When an employee signs a covenant not to compete, he or she usually agrees not to use insider knowledge of the company’s customer base to disadvantage the company. The covenant not to compete often defines a broad geographical area considered off-limits to former employees, possibly tens or hundreds of miles.
Another area of concern covered by a covenant not to compete is a potential ‘brain drain’. Some high-level former employees may seek to recruit others from the same company to create new competition. Retention of employees, especially those with unique skills or proprietary knowledge, is vital for most companies, so a covenant not to compete may spell out definite restrictions on the hiring or recruiting of employees.
A covenant not to compete may also define a specific amount of time before a former employee can seek employment in a similar field. Many companies offer a substantial severance package to make sure former employees are financially solvent until the terms of the covenant not to compete have been met.
Because the use of a covenant not to compete can be controversial, a handful of states, including California, have largely banned this type of contractual language. The legal enforcement of these agreements falls on individual states, and many have sided with the employee during arbitration or litigation. A covenant not to compete must be reasonable and specific, with defined time periods and coverage areas. If the agreement gives the company too much power over former employees or is ambiguous, state courts may declare it to be overbroad and therefore unenforceable. In such case, the employee would be free to pursue any employment opportunity, including working for a direct competitor or starting up a new company of his or her own.
It has been held that an employee’s covenant not to compete is assignable where one business is transferred to another, that a merger does not constitute an assignment of a covenant not to compete, and that a covenant not to compete is enforceable by a successor to the employer where the assignment does not create an added burden of employment or other disadvantage to the employee. However, in some states such as Hawaii, it has also been held that a covenant not to compete is not assignable and under various statutes for various reasons that such covenants are not enforceable against an employee by a successor to the employer. Hawaii v. Gannett Pac. Corp. , 99 F. Supp. 2d 1241 (D. Haw. 1999)
It is vital to obtain the relevant law of the applicable state before drafting or attempting to enforce assignment rights in this particular area.
Conclusion:
In the current business world of fast changing structures, agreements, employees and projects, the ability to assign rights and obligations is essential to allow flexibility and adjustment to new situations. Conversely, the ability to hold a contracting party into the deal may be essential for the future of a party. Thus, the law of assignments and the restriction on same is a critical aspect of every agreement and every structure. This basic provision is often glanced at by the contracting parties, or scribbled into the deal at the last minute but can easily become the most vital part of the transaction.
As an example, one client of ours came into the office outraged that his co venturer on a sizable exporting agreement, who had excellent connections in Brazil, had elected to pursue another venture instead and assigned the agreement to a party unknown to our client and without the business contacts our client considered vital. When we examined the handwritten agreement our client had drafted in a restaurant in Sao Paolo, we discovered there was no restriction on assignment whatsoever…our client had not even considered that right when drafting the agreement after a full day of work.
One choses who one does business with carefully…to ensure that one’s choice remains the party on the other side of the contract, one must master the ability to negotiate proper assignment provisions.
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What Does Operation of Law Mean: Everything You Need to Know
What does operation of law mean is a common question among those unfamiliar with how assets are passed from one party to another through legal means. 4 min read
What does operation of law mean is a common question among those unfamiliar with how assets are passed from one party to another through legal means. Essentially, all contracts operate as legally binding agreements. This means that by law, the parties must abide by the contract or else they will be in breach. Such asset transfers include the following types of legal documents:
- Wills and estates
- Business contracts
- Real estate contracts
Transfer Through Operation of Law
When wanting to transfer assets that are owned by two or more owners, there are certain requirements, depending on the law in the particular state you live in. Some examples of this type of ownership include:
- Joint Tenants with Right of Survivorship
- Joint Tenants in Common
- Intestate Death
Joint Tenants with Right of Survivorship involve the ownership over real estate by two or more people. If John and Rose own a home equally, and want to operate the asset as joint tenants with Right of Survivorship, then when either John or Rose die, the other will take 100% ownership over the property.
If John and Rose own the property as Joint Tenants in Common, they each own the home with 50% interest. If Rose dies, then her 50% interest will be passed onto her estate and not John.
Intestate death refers to dying without a will. For example, let’s assume that John and Rose are married. If Rose dies intestate, her assets will pass on to John, her husband. However, some states provide that when Rose dies intestate, only a portion will go to her husband. The remaining assets might go to their children, Rose’s siblings, or other family members depending on the state laws.
Contract Termination Through Operation of Law
Contracts can be terminated in a number of ways, including a termination by either party or through operation of law . Such examples of when the contract might be terminated include the following:
- If the person making or receiving the offer dies or becomes incapacitated
- Illegalities, i.e., illegal or fraudulent acts identified in the contract itself
- Contracts that might be deemed unenforceable, i.e., lack of legal capacity, etc.
- Subject matter that is otherwise destroyed
If either party dies or becomes incapacitated after signing the contract but before performance occurs, the contract will automatically terminate. Similarly, if the contract is deemed unenforceable, it will be void altogether. This might occur if the parties didn’t abide by all elements required when entering into the contract. Such elements include an offer, acceptance, consideration, mutual assent, and legal capacity . Therefore, if the parties are not legally capable of entering into a contract, the contract might be unenforceable. Examples of legal incapacity include if the parties are under the age of 18, mentally incompetent, or under the influence of drugs or alcohol.
Furthermore, if the parties can’t prove consideration, the contract will be void and unenforceable . Mutual assent must occur between the parties. If one of the parties was forced, threatened or coerced in any way, then the contract will be unenforceable.
If the subject matter itself is destroyed, the contract will be automatically terminated. For example, let’s assume that John and Rose entered into a contract to sell John’s car to Rose for $500. After they signed the contract, but before they performed under the agreement, John’s car was destroyed by a fire. This means that the contract is automatically terminated, since at no fault of either party, the car was destroyed.
Termination of Principal/Agent Contract
Any contract entered into between a principal and agent might be terminated if one of the following circumstances arises:
- Partial performance under the agreement
- Express contract permitting termination
If the agent only partially performs his duties under the agreement, the principal can terminate the contract for future performance.
If the principal/agent contract is entered into for a specific duration, and the principal has a valid reason, he can revoke the agreement before the expiration date on the contract. If the contract isn’t for a fixed term, but rather continuous with no end date, the principal can terminate the agreement with reasonable notice for any reason. This means that the principal doesn’t have to continue the principal/agent relationship if he chooses to end it. But he must give the agent reasonable notice of such termination. Lastly, if the agent has some sort of interest in the subject matter of the agreement, the contract can be revoked only if there is an express provision in the contract allowing termination.
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Operation of Law definition
Examples of operation of law in a sentence.
Revocation by Operation of Law Should any portion of the Title IX Final Rule, 85 Fed.
By Operation of Law This Contract is subject to such modifications as may be required by changes in Federal or Colorado State law, or their implementing regulations.
By Operation of Law , This Agreement is subject to such modifications as may be required by changes in federal or Colorado state law, or their implementing regulations.
Notice of Filing Taking Effect by Operation of Law , ISO New England Inc., Docket No. ER14-1409 (Sep.
Operation of Law : With this exception, the Master Contract continues with the same entity after closing.
More Definitions of Operation of Law
Spotting issues with assignment clauses in M&A Due Diligence
Written by: Kira Systems
January 19, 2016
6 minute read
Although not nearly as complex as change of control provisions , assignment provisions may still present a challenge in due diligence projects. We hope this blog post will help you navigate the ambiguities of assignment clauses with greater ease by explaining some of the common variations. (And, if you like it, please check out our full guide on Reviewing Change of Control and Assignment Provisions in Due Diligence. )
What is an Assignment Clause?
First, the basics:
Anti-assignment clauses are common because without them, generally, contracts are freely assignable. (The exceptions are (i) contracts that are subject to statutes or public policies prohibiting their assignment, such as intellectual property contracts, or (ii) contracts where an assignment without consent would cause material and adverse consequences to non-assigning counterparties, such as employment agreements and consulting agreements.) For all other contracts, parties may want an anti-assignment clause that allows them the opportunity to review and understand the impact of an assignment (or change of control) before deciding whether to continue or terminate the relationship.
In the mergers and acquisitions context, an assignment of a contract from a target company entity to the relevant acquirer entity is needed whenever a contract has to be placed in the name of an entity other than the existing target company entity after consummation of a transaction. This is why reviewing contracts for assignment clauses is so critical.
A simple anti-assignment provision provides that a party may not assign the agreement without the consent of the other party. Assignment provisions may also provide specific exclusions or inclusions to a counterparty’s right to consent to the assignment of a contract. Below are five common occurrences in which assignment provisions may provide exclusions or inclusions.
Common Exclusions and Inclusions
Exclusion for change of control transactions.
In negotiating an anti-assignment clause, a company would typically seek the exclusion of assignments undertaken in connection with change of control transactions, including mergers and sales of all or substantially all of the assets of the company. This allows a company to undertake a strategic transaction without worry. If an anti-assignment clause doesn’t exclude change of control transactions, a counterparty might materially affect a strategic transaction through delay and/or refusal of consent. Because there are many types of change of control transactions, there is no standard language for these. An example might be:
In the event of the sale or transfer by [Party B] of all or substantially all of its assets related to this Agreement to an Affiliate or to a third party, whether by sale, merger, or change of control, [Party B] would have the right to assign any or all rights and obligations contained herein and the Agreement to such Affiliate or third party without the consent of [Party A] and the Agreement shall be binding upon such acquirer and would remain in full force and effect, at least until the expiration of the then current Term.
Exclusion for Affiliate Transactions
A typical exclusion is one that allows a target company to assign a contract to an affiliate without needing the consent of the contract counterparty. This is much like an exclusion with respect to change of control, since in affiliate transfers or assignments, the ultimate actors and responsible parties under the contract remain essentially the same even though the nominal parties may change. For example:
Either party may assign its rights under this Agreement, including its right to receive payments hereunder, to a subsidiary, affiliate or any financial institution, but in such case the assigning party shall remain liable to the other party for the assigning party’s obligations hereunder. All or any portion of the rights and obligations of [Party A] under this Agreement may be transferred by [Party A] to any of its Affiliates without the consent of [Party B].
Assignment by Operation of Law
Assignments by operation of law typically occur in the context of transfers of rights and obligations in accordance with merger statutes and can be specifically included in or excluded from assignment provisions. An inclusion could be negotiated by the parties to broaden the anti-assignment clause and to ensure that an assignment occurring by operation of law requires counterparty approval:
[Party A] agrees that it will not assign, sublet or otherwise transfer its rights hereunder, either voluntarily or by operations of law, without the prior written consent of [Party B].
while an exclusion could be negotiated by a target company to make it clear that it has the right to assign the contract even though it might otherwise have that right as a matter of law:
This Guaranty shall be binding upon the successors and assigns of [Party A]; provided, that no transfer, assignment or delegation by [Party A], other than a transfer, assignment or delegation by operation of law, without the consent of [Party B], shall release [Party A] from its liabilities hereunder.
This helps settle any ambiguity regarding assignments and their effects under mergers statutes (particularly in forward triangular mergers and forward mergers since the target company ceases to exist upon consummation of the merger).
Direct or Indirect Assignment
More ambiguity can arise regarding which actions or transactions require a counterparty’s consent when assignment clauses prohibit both direct and indirect assignments without the consent of a counterparty. Transaction parties will typically choose to err on the side of over-inclusiveness in determining which contracts will require consent when dealing with material contracts. An example clause prohibiting direct or indirect assignment might be:
Except as provided hereunder or under the Merger Agreement, such Shareholder shall not, directly or indirectly, (i) transfer (which term shall include any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to or permit any such transfer of, any or all of its Subject Shares, or any interest therein.
“Transfer” of Agreement vs. “Assignment” of Agreement
In some instances, assignment provisions prohibit “transfers” of agreements in addition to, or instead of, explicitly prohibiting “assignments”. Often, the word “transfer” is not defined in the agreement, in which case the governing law of the contract will determine the meaning of the term and whether prohibition on transfers are meant to prohibit a broader or narrower range of transactions than prohibitions on assignments. Note that the current jurisprudence on the meaning of an assignment is broader and deeper than it is on the meaning of a transfer. In the rarer case where “transfer” is defined, it might look like this:
As used in this Agreement, the term “transfer” includes the Franchisee’s voluntary, involuntary, direct or indirect assignment, sale, gift or other disposition of any interest in…
The examples listed above are only of five common occurrences in which an assignment provision may provide exclusions or inclusions. As you continue with due diligence review, you may find that assignment provisions offer greater variety beyond the factors discussed in this blog post. However, you now have a basic understand of the possible variations of assignment clauses. For a more in-depth discussion of reviewing change of control and assignment provisions in due diligence, please download our full guide on Reviewing Change of Control and Assignment Provisions in Due Diligence.
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Thank you guys for the amazing work! I got an A, and my professor was impressed. You have done the impossible, and I will never forget your help! The best service ever!
I ordered my paper two weeks ago and received it on time. The quality is very good, much better than other companies provide. My support agent is a pro, fast and simple explanations. Thanks!
I am firmly convinced that you will never disappoint me because you haven’t done it before. Amazing approaches and solutions at perfect prices! Please continue working the way you do!
I’ve been using WritePaperFor.me for about five months, and I have nothing to complain about. Excellent quality, perfect grammar, delivery on time, nice support team, pleasant prices, amazing results.
This service helped me focus on my job, and I will never forget the support I received. I’ve got a promotion in the end! Thanks a lot for everything you do for people like me!
I have to admit that searching for a reliable and professional service was a tough quest. Nevertheless, I am happy that I managed to find writepaperforme! Everything is much better than I expected!
The best bargain is just a few clicks away!
Get an original paper that doesn’t cost a fortune!
- 450 orders completed daily
- 86 disciplines of expertise
- 820+ professionals on our team
- 4.88/5 is the average order rating
Still have questions?
Contact our support agents and let them help you!
Is it time to write a paper for you? Contact us and relish the highest academic performance!
Our professionals will do their best!
You’ll write my paper for me, won’t you? We certainly will!
So tired of writing papers that you’re starting to think of your professor’s demise? Relax, we’re only joking! However, even a joke is woven with the thread of truth, and the truth is that endless assignments are constantly nagging at you and keeping you up all night long.
‘Writing my papers is unbearable!’ you may think But you’re not alone… What if we told you that we know a magical place where professionals can write your essays so perfectly that even professors’ most sophisticated requirements will be met? You’ve probably already guessed that we’re talking about WritePaperFor.me — the most delightful, facilitating, and destressing custom paper-writing service!
We are not going to be shy about our wish to see you as our steady customer. As a result, we aren’t twiddling our thumbs but permanently improving our services; we carefully select writers who always bone up on their subjects and disciplines, and we won’t rest unless you’ve gotten your ideal paper(s). All your wishes become our unshakable rules!
Why would I ask you to write paper for me?
Despite the obvious and even natural resistance to the idea of paper writing in principle that may occur with any student, you may also ask yourself, ‘Why would I need you to help me write my paper?’ The answer to this question lies in the spectrum of your routine actions. It’s not surprising that studying becomes part of our lives, but sometimes we’ve just got too much going on!
When you write an essay or academic paper, you just do one of the numerous things you face daily or weekly. This part of your life consumes lots of energy and time, so how can you possibly get around to doing other things like having fun, working, playing sports, helping relatives, and spending time with friends?
People are social creatures, and it’s only natural of us to request help from experts.. That’s why we ask doctors, electricians, or plumbers to help us! They’re all specialists. Who writes essays for you better than you do? Right, people who write numerous essays every day. We are experts in academic writing, aimed at satisfying all your needs related to education.
You just hire a professional to get a paper written, like you normally do in other situations. Our team of writers know everything about writing your paper and can cope with assignments of any complexity and academic level. Well-researched and expertly-written papers are what we do for our customers, and we always do our work professionally so that you could kick back and enjoy your life to the fullest.
The undeniable benefits of our custom paper-writing service
Apart from a paper written in accordance with the highest standards, we provide a wide range of contributory advantages to make your life easier. Let’s take a closer look at them.
Round-the-Clock Support. Our paper-writing service works day and night to help you with all current issues. Our friendly support team is available whenever you need them, even if it’s the middle of the night. They will gladly guide you and answer all your questions on how to order customized papers or consult you about the matters at hand. Feel free to share your questions or concerns with them and get comprehensible answers.
High-Class Quality. ‘Will you write a paper for me that meets all requirements?’ This question is frequently asked by many students, and we always answer in the affirmative. Our main goal is to deliver a perfectly written paper the meets the highest possible writing standards. We don’t rest unless you are satisfied with our work. If you hire a paper writer online, we guarantee you that you get 100% original and plagiarism-free assignments of high quality.
Complete Anonymity. We value your privacy and use modern encryption systems to protect you online. We don’t collect any personal or payment details and provide all our customers with 100% anonymity. ‘Can you write a paper for me and let me stay anonymous?’ Of course, we can! We are here to help you, not to cause problems.
Fast Delivery. We completely understand how strict deadlines may be when it comes to writing your paper. Even if your paper is due tomorrow morning, you can always rely on us. Our writers meet all set deadlines unequivocally. This rule is ironclad! The offered range is wide and starts from 6 hours to 2 weeks. Which one to choose is totally up to you. On our part, we guarantee that our writers will deliver your order on time.
Free Revisions. Our mission is to hone your paper to perfection. That’s why we offer you free revisions to make everything ideal and according to your needs. Feel free to ask for revisions if there is something you would like to be changed. That’s how our paper writing service works.
Money-Back Guarantee. You can get up to a 100% refund if you are dissatisfied with our work. Nevertheless, we are completely sure of our writers’ professionalism and credibility that offer you hard-core loyalty to our guarantees.
Comprehensible Explanations. ‘Can someone write my paper for me and provide clarifications?’ This question arises from time to time. Naturally, we want you to be totally prepared for the upcoming battle with your professor. If you need to fill the gaps in your knowledge, you can always ask for clarifications related to your paper. Moreover, when you order ‘write my paper for me’ service, you can always turn to our support agents for assistance. They will be glad to provide you with the necessary information and comprehensible explanations.
Fast and Customer-Focused Solutions. ‘Is it possible to do my paper for me so that I don’t worry about it at all?’ It certainly is! We offer all-encompassing solutions to all your academic problems by defining issues, determining their causes, selecting proper alternatives, and ultimately solving them. You are free to do your favorite activities while we are taking care of ongoing matters. You can always rely on us when it comes to essay-writing online and taking an individual approach to every case.
Who will write my paper when I order it?
Another crucial advantage of our service is our writers. You may have asked yourself, ‘I’d like to pay someone to write a paper for me, but who exactly will that person be?’ Once you order a paper, our managers will choose the best writer based on your requirements. You’ll get a writer who is a true expert in the relevant subject, and a perfect fit is certain to be found due to our thorough procedure of selecting.
Every applicant passes a complex procedure of tests to become one of our permanent writers. First of all, they should provide their credentials. We need to make sure that any prospective writers we hire have the proper experience.. The next step resides in passing a series of tests related to grammar, in addition to subject and/or discipline. Every paper-writer must pass them to prove their competency and their selected field of expertise.
One more step includes writing a sample to prove the ability to research and write consistently. Moreover, we always set our heart on hiring only devoted writers. When you ask us to write your essay or other academic works, you can be sure that they always do their best to provide you with well-structured and properly-written papers of high quality.
The final chord is related to special aspects of academic paper-writing. It means that every writer is prepared to cite properly, use different styles, and so on, so you don’t have to be worried about formatting at all.
‘So, can they write an ideal paper for me?’ We answer in the affirmative because we select only the best writers for our customers. Approximately 11% of all applicants can pass the whole set of tests and are ready to help you. All writers are fully compensated for their work and are highly motivated to provide you with the best results.
We are online 24/7 so that you could monitor the process of paper-writing and contact us whenever necessary. Don’t forget that your satisfaction is our priority. Our writers fully focus on your order when it comes to the ‘write my paper’ procedure. Our managers will immediately send all the information to your writer if any corrections are required.
It’s time to write my paper! What should I do?
‘I am ready to pay to have a paper written! Where do I start?’ Our team hears these words every day. We really believe that every student should be happy. That’s why we offer you to look at the simple steps to make the process even more convenient.
- Fill in the comprehensible order form located on the main page of our website. If you need some help with it, feel free to contact our support team.
- Provide the necessary details, such as the topic, subject or discipline, paper format, your academic level, etc.
- Select the deadline, and we will strictly follow it.
- Pay the total price. Submit a preferred payment method. The full sum will be deposited into your account on our website. The money will be transferred to your writer in case you approve the paper.
- If you have additional materials provided by your professor or may simply assist in writing your paper, please attach them too. They will help the assigned writer meet your professor’s expectations.
Every paper we can write for you is expertly-researched, well-structured, and consistent. Take a look at some types of papers we can help you with:
- Dissertations
- Research papers
- Case studies
- Term papers
- Business plans, etc.
Questions like ‘I would like you to write a paper for me without destroying my reputation. Can you promise to do so?’ or ‘Can you write my paper for me cheap and fast?’ often arise, and we take pride that these options are included in the list. Your safety and anonymity are parts of our common priority, which is to make you fully satisfied with all offered services.
Moreover, our pricing policy is flexible and allows you to select the options that totally suit your needs at affordable prices. You will be pleased with the results and the amount of money spent on your order. Our managers and writers will do the rest according to the highest standards.
Don’t hesitate and hire a writer to work on your paper now!
We believe that students know what is best for them, and if you suppose that it is time to ‘write my paper right now,’ we will help you handle it. ‘Will you do my paper without any hesitation?’ Of course, we will. Our service has all the necessary prerequisites to complete assignments regardless of their difficulty, academic level, or the number of pages. We choose a writer who has vast experience and a breadth of knowledge related to your topic.
Our ‘write my paper for me’ service offers a wide range of extra features to make the ordering process even more pleasant and convenient. Unlike lots of other services, we provide formatting, bibliography, amendments, and a title page for free.
‘When you write my paper for me? Can I monitor the process?’ Naturally, you can. We understand that you may want to ensure that everything is going well. Furthermore, there may be situations when some corrections are needed. We believe that a tool like this can come in handy. The assigned writer will strictly follow your and your professor’s requirements to make sure that your paper is perfect.
‘Is it possible to write my essay from scratch?’ We don’t do just proofreading or editing. Our goal is to fully carry your burden of writing. When this or similar questions appear, we always assure our customers that our writers can do whatever they need. Apart from writing from scratch or editing and proofreading, our experts can effortlessly cope with problem-solving of all kinds;even sophisticated software assignments!
Our ‘write my paper for me’ service is good for everyone who wants to delegate paper-writing to professionals and save precious time that can be spent differently and in a more practical way. We want you to be happy by offering the great opportunity to forget about endless and boring assignments once and forever. You won’t miss anything if your papers become the concern of our professional writers.
Don’t waste your precious time browsing other services. We provide you with everything you need while you are enjoying yourself by doing things you really enjoy. ‘Write my paper then! Do my paper for me right now!’ If you are ready to exclaim these words with delight, we welcome you to our haven, a place where students spend their time serenely and never worry about papers! It’s your turn to have fun, whereas our mission is to provide you with the best papers delivered on time!
Questions our customers ask
Can someone write my paper for me.
Yes, we can. We have writers ready to cope with papers of any complexity. Just contact our specialists and let us help you.
Who can I pay to write a paper for me?
We will help you select a writer according to your needs. As soon as you hire our specialist, you’ll see a significant improvement in your grades.
Can I pay someone to write a paper for me?
Yes, you can. We have lots of professionals to choose from. We employ only well-qualified experts with vast experience in academic paper writing.
What website will write a paper for me?
WritePaperFor.me is the website you need. We offer a wide range of services to cover all your needs. Just place an order and provide instructions, and we will write a perfect paper for you.
Is it safe to use your paper writing service?
Our service is completely safe and anonymous. We don’t keep your personal and payment details and use the latest encryption systems to protect you.
What are you waiting for?
You are a couple of clicks away from tranquility at an affordable price!
- Will you write my paper for me? - Yes, we will.
What we offer:, let’s write a paper for you in no time, follow these 4 simple steps and solve you problem at once.
Provide details such as your topic, the number of pages, and extra requirements, and we’ll do a paper for you in no time!
Log in to your personal account to know the current status of your paper(s). You can also turn to our support team for the same purpose. Enjoy your life while we're working on your order.
As soon as we write the paper(s) for you, check it for correctness, and if everything is good to go, just download it and enjoy the results.
Our customers’ feedback
Still hesitant just look: others have already used our services and were pleased with the results.
Thank you guys for the amazing work! I got an A, and my professor was impressed. You have done the impossible, and I will never forget your help! The best service ever!
I ordered my paper two weeks ago and received it on time. The quality is very good, much better than other companies provide. My support agent is a pro, fast and simple explanations. Thanks!
I am firmly convinced that you will never disappoint me because you haven’t done it before. Amazing approaches and solutions at perfect prices! Please continue working the way you do!
I’ve been using WritePaperFor.me for about five months, and I have nothing to complain about. Excellent quality, perfect grammar, delivery on time, nice support team, pleasant prices, amazing results.
This service helped me focus on my job, and I will never forget the support I received. I’ve got a promotion in the end! Thanks a lot for everything you do for people like me!
I have to admit that searching for a reliable and professional service was a tough quest. Nevertheless, I am happy that I managed to find writepaperforme! Everything is much better than I expected!
The best bargain is just a few clicks away!
Get an original paper that doesn’t cost a fortune!
- 450 orders completed daily
- 86 disciplines of expertise
- 820+ professionals on our team
- 4.88/5 is the average order rating
Still have questions?
Contact our support agents and let them help you!
Is it time to write a paper for you? Contact us and relish the highest academic performance!
Our professionals will do their best!
You’ll write my paper for me, won’t you? We certainly will!
So tired of writing papers that you’re starting to think of your professor’s demise? Relax, we’re only joking! However, even a joke is woven with the thread of truth, and the truth is that endless assignments are constantly nagging at you and keeping you up all night long.
‘Writing my papers is unbearable!’ you may think But you’re not alone… What if we told you that we know a magical place where professionals can write your essays so perfectly that even professors’ most sophisticated requirements will be met? You’ve probably already guessed that we’re talking about WritePaperFor.me — the most delightful, facilitating, and destressing custom paper-writing service!
We are not going to be shy about our wish to see you as our steady customer. As a result, we aren’t twiddling our thumbs but permanently improving our services; we carefully select writers who always bone up on their subjects and disciplines, and we won’t rest unless you’ve gotten your ideal paper(s). All your wishes become our unshakable rules!
Why would I ask you to write paper for me?
Despite the obvious and even natural resistance to the idea of paper writing in principle that may occur with any student, you may also ask yourself, ‘Why would I need you to help me write my paper?’ The answer to this question lies in the spectrum of your routine actions. It’s not surprising that studying becomes part of our lives, but sometimes we’ve just got too much going on!
When you write an essay or academic paper, you just do one of the numerous things you face daily or weekly. This part of your life consumes lots of energy and time, so how can you possibly get around to doing other things like having fun, working, playing sports, helping relatives, and spending time with friends?
People are social creatures, and it’s only natural of us to request help from experts.. That’s why we ask doctors, electricians, or plumbers to help us! They’re all specialists. Who writes essays for you better than you do? Right, people who write numerous essays every day. We are experts in academic writing, aimed at satisfying all your needs related to education.
You just hire a professional to get a paper written, like you normally do in other situations. Our team of writers know everything about writing your paper and can cope with assignments of any complexity and academic level. Well-researched and expertly-written papers are what we do for our customers, and we always do our work professionally so that you could kick back and enjoy your life to the fullest.
The undeniable benefits of our custom paper-writing service
Apart from a paper written in accordance with the highest standards, we provide a wide range of contributory advantages to make your life easier. Let’s take a closer look at them.
Round-the-Clock Support. Our paper-writing service works day and night to help you with all current issues. Our friendly support team is available whenever you need them, even if it’s the middle of the night. They will gladly guide you and answer all your questions on how to order customized papers or consult you about the matters at hand. Feel free to share your questions or concerns with them and get comprehensible answers.
High-Class Quality. ‘Will you write a paper for me that meets all requirements?’ This question is frequently asked by many students, and we always answer in the affirmative. Our main goal is to deliver a perfectly written paper the meets the highest possible writing standards. We don’t rest unless you are satisfied with our work. If you hire a paper writer online, we guarantee you that you get 100% original and plagiarism-free assignments of high quality.
Complete Anonymity. We value your privacy and use modern encryption systems to protect you online. We don’t collect any personal or payment details and provide all our customers with 100% anonymity. ‘Can you write a paper for me and let me stay anonymous?’ Of course, we can! We are here to help you, not to cause problems.
Fast Delivery. We completely understand how strict deadlines may be when it comes to writing your paper. Even if your paper is due tomorrow morning, you can always rely on us. Our writers meet all set deadlines unequivocally. This rule is ironclad! The offered range is wide and starts from 6 hours to 2 weeks. Which one to choose is totally up to you. On our part, we guarantee that our writers will deliver your order on time.
Free Revisions. Our mission is to hone your paper to perfection. That’s why we offer you free revisions to make everything ideal and according to your needs. Feel free to ask for revisions if there is something you would like to be changed. That’s how our paper writing service works.
Money-Back Guarantee. You can get up to a 100% refund if you are dissatisfied with our work. Nevertheless, we are completely sure of our writers’ professionalism and credibility that offer you hard-core loyalty to our guarantees.
Comprehensible Explanations. ‘Can someone write my paper for me and provide clarifications?’ This question arises from time to time. Naturally, we want you to be totally prepared for the upcoming battle with your professor. If you need to fill the gaps in your knowledge, you can always ask for clarifications related to your paper. Moreover, when you order ‘write my paper for me’ service, you can always turn to our support agents for assistance. They will be glad to provide you with the necessary information and comprehensible explanations.
Fast and Customer-Focused Solutions. ‘Is it possible to do my paper for me so that I don’t worry about it at all?’ It certainly is! We offer all-encompassing solutions to all your academic problems by defining issues, determining their causes, selecting proper alternatives, and ultimately solving them. You are free to do your favorite activities while we are taking care of ongoing matters. You can always rely on us when it comes to essay-writing online and taking an individual approach to every case.
Who will write my paper when I order it?
Another crucial advantage of our service is our writers. You may have asked yourself, ‘I’d like to pay someone to write a paper for me, but who exactly will that person be?’ Once you order a paper, our managers will choose the best writer based on your requirements. You’ll get a writer who is a true expert in the relevant subject, and a perfect fit is certain to be found due to our thorough procedure of selecting.
Every applicant passes a complex procedure of tests to become one of our permanent writers. First of all, they should provide their credentials. We need to make sure that any prospective writers we hire have the proper experience.. The next step resides in passing a series of tests related to grammar, in addition to subject and/or discipline. Every paper-writer must pass them to prove their competency and their selected field of expertise.
One more step includes writing a sample to prove the ability to research and write consistently. Moreover, we always set our heart on hiring only devoted writers. When you ask us to write your essay or other academic works, you can be sure that they always do their best to provide you with well-structured and properly-written papers of high quality.
The final chord is related to special aspects of academic paper-writing. It means that every writer is prepared to cite properly, use different styles, and so on, so you don’t have to be worried about formatting at all.
‘So, can they write an ideal paper for me?’ We answer in the affirmative because we select only the best writers for our customers. Approximately 11% of all applicants can pass the whole set of tests and are ready to help you. All writers are fully compensated for their work and are highly motivated to provide you with the best results.
We are online 24/7 so that you could monitor the process of paper-writing and contact us whenever necessary. Don’t forget that your satisfaction is our priority. Our writers fully focus on your order when it comes to the ‘write my paper’ procedure. Our managers will immediately send all the information to your writer if any corrections are required.
It’s time to write my paper! What should I do?
‘I am ready to pay to have a paper written! Where do I start?’ Our team hears these words every day. We really believe that every student should be happy. That’s why we offer you to look at the simple steps to make the process even more convenient.
- Fill in the comprehensible order form located on the main page of our website. If you need some help with it, feel free to contact our support team.
- Provide the necessary details, such as the topic, subject or discipline, paper format, your academic level, etc.
- Select the deadline, and we will strictly follow it.
- Pay the total price. Submit a preferred payment method. The full sum will be deposited into your account on our website. The money will be transferred to your writer in case you approve the paper.
- If you have additional materials provided by your professor or may simply assist in writing your paper, please attach them too. They will help the assigned writer meet your professor’s expectations.
Every paper we can write for you is expertly-researched, well-structured, and consistent. Take a look at some types of papers we can help you with:
- Dissertations
- Research papers
- Case studies
- Term papers
- Business plans, etc.
Questions like ‘I would like you to write a paper for me without destroying my reputation. Can you promise to do so?’ or ‘Can you write my paper for me cheap and fast?’ often arise, and we take pride that these options are included in the list. Your safety and anonymity are parts of our common priority, which is to make you fully satisfied with all offered services.
Moreover, our pricing policy is flexible and allows you to select the options that totally suit your needs at affordable prices. You will be pleased with the results and the amount of money spent on your order. Our managers and writers will do the rest according to the highest standards.
Don’t hesitate and hire a writer to work on your paper now!
We believe that students know what is best for them, and if you suppose that it is time to ‘write my paper right now,’ we will help you handle it. ‘Will you do my paper without any hesitation?’ Of course, we will. Our service has all the necessary prerequisites to complete assignments regardless of their difficulty, academic level, or the number of pages. We choose a writer who has vast experience and a breadth of knowledge related to your topic.
Our ‘write my paper for me’ service offers a wide range of extra features to make the ordering process even more pleasant and convenient. Unlike lots of other services, we provide formatting, bibliography, amendments, and a title page for free.
‘When you write my paper for me? Can I monitor the process?’ Naturally, you can. We understand that you may want to ensure that everything is going well. Furthermore, there may be situations when some corrections are needed. We believe that a tool like this can come in handy. The assigned writer will strictly follow your and your professor’s requirements to make sure that your paper is perfect.
‘Is it possible to write my essay from scratch?’ We don’t do just proofreading or editing. Our goal is to fully carry your burden of writing. When this or similar questions appear, we always assure our customers that our writers can do whatever they need. Apart from writing from scratch or editing and proofreading, our experts can effortlessly cope with problem-solving of all kinds;even sophisticated software assignments!
Our ‘write my paper for me’ service is good for everyone who wants to delegate paper-writing to professionals and save precious time that can be spent differently and in a more practical way. We want you to be happy by offering the great opportunity to forget about endless and boring assignments once and forever. You won’t miss anything if your papers become the concern of our professional writers.
Don’t waste your precious time browsing other services. We provide you with everything you need while you are enjoying yourself by doing things you really enjoy. ‘Write my paper then! Do my paper for me right now!’ If you are ready to exclaim these words with delight, we welcome you to our haven, a place where students spend their time serenely and never worry about papers! It’s your turn to have fun, whereas our mission is to provide you with the best papers delivered on time!
Questions our customers ask
Can someone write my paper for me.
Yes, we can. We have writers ready to cope with papers of any complexity. Just contact our specialists and let us help you.
Who can I pay to write a paper for me?
We will help you select a writer according to your needs. As soon as you hire our specialist, you’ll see a significant improvement in your grades.
Can I pay someone to write a paper for me?
Yes, you can. We have lots of professionals to choose from. We employ only well-qualified experts with vast experience in academic paper writing.
What website will write a paper for me?
WritePaperFor.me is the website you need. We offer a wide range of services to cover all your needs. Just place an order and provide instructions, and we will write a perfect paper for you.
Is it safe to use your paper writing service?
Our service is completely safe and anonymous. We don’t keep your personal and payment details and use the latest encryption systems to protect you.
What are you waiting for?
You are a couple of clicks away from tranquility at an affordable price!
- Practical Law
Practical Law UK Glossary 1-107-6442 (Approx. 4 pages)
- Lending: General
- After Death
- General Contract and Boilerplate
- Security and Quasi Security
IMAGES
VIDEO
COMMENTS
operation of law A way in which someone gets certain rights (or sometimes responsibilities) automatically under the law without taking action, requiring cooperation from another person, or being the subject of a court order .
Following the acquisition of the mining property by the buyer, the stockholders of the selling party sold all of their shares in the selling party to a third party, but purported to carve out the Conditional Payment Obligation owing to the selling party from the sale of stock of the selling entity.
Assignment by operation of law means when certain rights, property or assets are assigned or transferred to another legally without the need of the property owner to act in any way. For example: In the event of bankruptcy, the assets of the bankrupt are assigned to the bankruptcy trustee by operation of law
assignment by operation of law A transfer of a right or obligation as a necessary consequence of a change in legal status, regardless of the affected party's intent. For example, a right and a corresponding obligation may dis-appear if they vest in the same person, as might happen in a merger or acquisition.
Assignment by Operation of Law. In the event of an assignment by operation of law which purports to affect this Agreement, LICENSEE shall, not later than thirty (30) days thereafter, give Notice and seek consent thereto from NOA. Such Notice shall disclose the name of the assignee, the effective date and the nature and extent of the assignment.
Transfers by operation of law are generally considered involuntary transfers. They include court-ordered property transfers, bankruptcy-related transfers, and transfers to or from an executor or an administrator. Whether mergers and consolidations are transfers by operation of law is an open question. The cases reach inconsistent results.
Such provisions often restrict assignments by "operation of law," which are generally considered involuntary assignments mandated via a court order. Commercial landlords may assume that a...
Following the acquisition of the mining property by the buyer, the stockholders of the selling party sold all of their shares in the selling party to a third party, but purported to carve out the...
Civil Law Assignment Civil laws regulate the rights of citizens and various legal remedies offered to them during civil cases. Our civil law assignment experts provide the most pocket-friendly assignments that shall cover all the legal rights and submit a flawless job efficiently. Contract Law Assignments
An assignment is the transfer of rights held by one party called the "assignor" to another party called the "assignee." The legal nature of the assignment and the contractual terms of the agreement between the parties determines some additional rights and liabilities that accompany the assignment.
The court further held that a merger does not even create an assignment by operation of law. In this case, the oil and gas lease prohibited assignment without the written consent of the landowners. The anti-assignment clause did expressly provide consent for the assignment to a specific entity.
Assignment by Operation of Law; Bankruptcy. In no event will this Agreement or any interest in this Agreement or the Property be assigned or assignable by operation of law or by voluntary or involunta...
Define Assignment of rights by operation of law. means amongst others assignment of rights by inheritance or assignment of rights as a result of Merger, Consolidation or Demerger.
Assignments by Banks Any Bank may at any time assign to one or more Eligible Assignees 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); provided that
What does operation of law mean is a common question among those unfamiliar with how assets are passed from one party to another through legal means.4 min read 1. Transfer Through Operation of Law 2. Contract Termination Through Operation of Law 3. Termination of Principal/Agent Contract
Operation of Law means rights or duties that are cast upon a party by the law, without any act or agreement on the part of the individual including, but not limited to, an assignment for the benefit of creditors, a divorce, or a bankruptcy. Sample 1 Sample 2 Sample 3 Based on 28 documents Operation of Law.
Assignment by Operation of Law Assignments by operation of law typically occur in the context of transfers of rights and obligations in accordance with merger statutes and can be specifically included in or excluded from assignment provisions.
Assignment By Operation Of Law - NAVIGATION. Feb 22, 2021. Assignment By Operation Of Law: Plagiarism report. You are free to order a full plagiarism PDF report while placing the order or afterwards by contacting our Customer Support Team. 90 % 630 . Finished Papers. Our team of writers is native English speakers from countries such as the US ...
Assignment By Operation Of Law - Level: Master's, University, College, High School, PHD, Undergraduate Level: College, University, High School, Master's, PHD, Undergraduate, Regular writer 11Customer reviews Free essays categories Business Category NursingBusiness and EconomicsPsychologyManagement+86 Submit Confidentiality guarantee
Assignment. The transfer of a right from one party to another. For example, a party to a contract (the assignor) may, as a general rule and subject to the express terms of a contract, assign its rights under the contract to a third party (the assignee) without the consent of the party against whom those rights are held.