The Contractual Basis of the Assignment of Contractual Rights
Abstract
There exist two popular conceptions of the assignment of contractual rights in common law jurisdictions. On the first view, the assignment operates as a conveyance of contractual rights from the assignor to the assignee. Under the second, the assignment is analogized to a trust. The original parties to the contract remain the same, but the assignee acquires an equitable or beneficial interest in the contract. This article examines the limits of these two conceptualizations, and proposes that assignments should instead be viewed as a separate contract to assign the rights owed under the initial contract. This approach provides both a normative grounding for the law of assignment in the principles governing the enforcement of contracts, and accounts for the unique effects generated by this type of transaction.
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