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Assignment is a legal term whereby an individual, the “assignor,” transfers rights, property, or other benefits to another known as the “ assignee .”   This concept is used in both contract and property law.  The term can refer to either the act of transfer or the rights /property/benefits being transferred.

Contract Law   

Under contract law, assignment of a contract is both: (1) an assignment of rights; and (2) a delegation of duties , in the absence of evidence otherwise.  For example, if A contracts with B to teach B guitar for $50, A can assign this contract to C.  That is, this assignment is both: (1) an assignment of A’s rights under the contract to the $50; and (2) a delegation of A’s duty to teach guitar to C.  In this example, A is both the “assignor” and the “delegee” who d elegates the duties to another (C), C is known as the “ obligor ” who must perform the obligations to the assignee , and B is the “ assignee ” who is owed duties and is liable to the “ obligor ”.

(1) Assignment of Rights/Duties Under Contract Law

There are a few notable rules regarding assignments under contract law.  First, if an individual has not yet secured the contract to perform duties to another, he/she cannot assign his/her future right to an assignee .  That is, if A has not yet contracted with B to teach B guitar, A cannot assign his/her rights to C.  Second, rights cannot be assigned when they materially change the obligor ’s duty and rights.  Third, the obligor can sue the assignee directly if the assignee does not pay him/her.  Following the previous example, this means that C ( obligor ) can sue B ( assignee ) if C teaches guitar to B, but B does not pay C $50 in return.

            (2) Delegation of Duties

If the promised performance requires a rare genius or skill, then the delegee cannot delegate it to the obligor.  It can only be delegated if the promised performance is more commonplace.  Further, an obligee can sue if the assignee does not perform.  However, the delegee is secondarily liable unless there has been an express release of the delegee.  That is, if B does want C to teach guitar but C refuses to, then B can sue C.  If C still refuses to perform, then B can compel A to fulfill the duties under secondary liability.

Lastly, a related concept is novation , which is when a new obligor substitutes and releases an old obligor.  If novation occurs, then the original obligor’s duties are wiped out. However, novation requires an original obligee’s consent .  

Property Law

Under property law, assignment typically arises in landlord-tenant situations.  For example, A might be renting from landlord B but wants to another party (C) to take over the property.   In this scenario, A might be able to choose between assigning and subleasing the property to C.  If assigning , A would be giving C the entire balance of the term, with no reversion to anyone whereas if subleasing , A would be giving C for a limited period of the remaining term.  Significantly, under assignment C would have privity of estate with the landlord while under a sublease, C would not. 

[Last updated in May of 2020 by the Wex Definitions Team ]

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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 is assignment law

Understanding an assignment and assumption agreement

Need to assign your rights and duties under a contract? Learn more about the basics of an assignment and assumption agreement.

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what is assignment law

by   Belle Wong, J.D.

Belle Wong, is a freelance writer specializing in small business, personal finance, banking, and tech/SAAS. She ...

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Updated on: January 22, 2024 · 3min read

The assignment and assumption agreement

The basics of assignment and assumption, filling in the assignment and assumption agreement.

While every business should try its best to meet its contractual obligations, changes in circumstance can happen that could necessitate transferring your rights and duties under a contract to another party who would be better able to meet those obligations.

Person presenting documents to another person who is signing them

If you find yourself in such a situation, and your contract provides for the possibility of assignment, an assignment and assumption agreement can be a good option for preserving your relationship with the party you initially contracted with, while at the same time enabling you to pass on your contractual rights and duties to a third party.

An assignment and assumption agreement is used after a contract is signed, in order to transfer one of the contracting party's rights and obligations to a third party who was not originally a party to the contract. The party making the assignment is called the assignor, while the third party accepting the assignment is known as the assignee.

In order for an assignment and assumption agreement to be valid, the following criteria need to be met:

  • The initial contract must provide for the possibility of assignment by one of the initial contracting parties.
  • The assignor must agree to assign their rights and duties under the contract to the assignee.
  • The assignee must agree to accept, or "assume," those contractual rights and duties.
  • The other party to the initial contract must consent to the transfer of rights and obligations to the assignee.

A standard assignment and assumption contract is often a good starting point if you need to enter into an assignment and assumption agreement. However, for more complex situations, such as an assignment and amendment agreement in which several of the initial contract terms will be modified, or where only some, but not all, rights and duties will be assigned, it's a good idea to retain the services of an attorney who can help you draft an agreement that will meet all your needs.

When you're ready to enter into an assignment and assumption agreement, it's a good idea to have a firm grasp of the basics of assignment:

  • First, carefully read and understand the assignment and assumption provision in the initial contract. Contracts vary widely in their language on this topic, and each contract will have specific criteria that must be met in order for a valid assignment of rights to take place.
  • All parties to the agreement should carefully review the document to make sure they each know what they're agreeing to, and to help ensure that all important terms and conditions have been addressed in the agreement.
  • Until the agreement is signed by all the parties involved, the assignor will still be obligated for all responsibilities stated in the initial contract. If you are the assignor, you need to ensure that you continue with business as usual until the assignment and assumption agreement has been properly executed.

Unless you're dealing with a complex assignment situation, working with a template often is a good way to begin drafting an assignment and assumption agreement that will meet your needs. Generally speaking, your agreement should include the following information:

  • Identification of the existing agreement, including details such as the date it was signed and the parties involved, and the parties' rights to assign under this initial agreement
  • The effective date of the assignment and assumption agreement
  • Identification of the party making the assignment (the assignor), and a statement of their desire to assign their rights under the initial contract
  • Identification of the third party accepting the assignment (the assignee), and a statement of their acceptance of the assignment
  • Identification of the other initial party to the contract, and a statement of their consent to the assignment and assumption agreement
  • A section stating that the initial contract is continued; meaning, that, other than the change to the parties involved, all terms and conditions in the original contract stay the same

In addition to these sections that are specific to an assignment and assumption agreement, your contract should also include standard contract language, such as clauses about indemnification, future amendments, and governing law.

Sometimes circumstances change, and as a business owner you may find yourself needing to assign your rights and duties under a contract to another party. A properly drafted assignment and assumption agreement can help you make the transfer smoothly while, at the same time, preserving the cordiality of your initial business relationship under the original contract.

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Assignment of Contract

Jump to section, what is an assignment of contract.

An assignment of contract is a legal term that describes the process that occurs when the original party (assignor) transfers their rights and obligations under their contract to a third party (assignee). When an assignment of contract happens, the original party is relieved of their contractual duties, and their role is replaced by the approved incoming party.

How Does Assignment of Contract Work?

An assignment of contract is simpler than you might think.

The process starts with an existing contract party who wishes to transfer their contractual obligations to a new party.

When this occurs, the existing contract party must first confirm that an assignment of contract is permissible under the legally binding agreement . Some contracts prohibit assignments of contract altogether, and some require the other parties of the agreement to agree to the transfer. However, the general rule is that contracts are freely assignable unless there is an explicit provision that says otherwise.

In other cases, some contracts allow an assignment of contract without any formal notification to other contract parties. If this is the case, once the existing contract party decides to reassign his duties, he must create a “Letter of Assignment ” to notify any other contract signers of the change.

The Letter of Assignment must include details about who is to take over the contractual obligations of the exiting party and when the transfer will take place. If the assignment is valid, the assignor is not required to obtain the consent or signature of the other parties to the original contract for the valid assignment to take place.

Check out this article to learn more about how assigning a contract works.

Contract Assignment Examples

Contract assignments are great tools for contract parties to use when they wish to transfer their commitments to a third party. Here are some examples of contract assignments to help you better understand them:

Anna signs a contract with a local trash company that entitles her to have her trash picked up twice a week. A year later, the trash company transferred her contract to a new trash service provider. This contract assignment effectively makes Anna’s contract now with the new service provider.

Hasina enters a contract with a national phone company for cell phone service. The company goes into bankruptcy and needs to close its doors but decides to transfer all current contracts to another provider who agrees to honor the same rates and level of service. The contract assignment is completed, and Hasina now has a contract with the new phone company as a result.

Here is an article where you can find out more about contract assignments.

what is assignment law

Christina M.

what is assignment law

Assignment of Contract in Real Estate

Assignment of contract is also used in real estate to make money without going the well-known routes of buying and flipping houses. When real estate LLC investors use an assignment of contract, they can make money off properties without ever actually buying them by instead opting to transfer real estate contracts .

This process is called real estate wholesaling.

Real Estate Wholesaling

Real estate wholesaling consists of locating deals on houses that you don’t plan to buy but instead plan to enter a contract to reassign the house to another buyer and pocket the profit.

The process is simple: real estate wholesalers negotiate purchase contracts with sellers. Then, they present these contracts to buyers who pay them an assignment fee for transferring the contract.

This process works because a real estate purchase agreement does not come with the obligation to buy a property. Instead, it sets forth certain purchasing parameters that must be fulfilled by the buyer of the property. In a nutshell, whoever signs the purchase contract has the right to buy the property, but those rights can usually be transferred by means of an assignment of contract.

This means that as long as the buyer who’s involved in the assignment of contract agrees with the purchasing terms, they can legally take over the contract.

But how do real estate wholesalers find these properties?

It is easier than you might think. Here are a few examples of ways that wholesalers find cheap houses to turn a profit on:

  • Direct mailers
  • Place newspaper ads
  • Make posts in online forums
  • Social media posts

The key to finding the perfect home for an assignment of contract is to locate sellers that are looking to get rid of their properties quickly. This might be a family who is looking to relocate for a job opportunity or someone who needs to make repairs on a home but can’t afford it. Either way, the quicker the wholesaler can close the deal, the better.

Once a property is located, wholesalers immediately go to work getting the details ironed out about how the sale will work. Transparency is key when it comes to wholesaling. This means that when a wholesaler intends to use an assignment of contract to transfer the rights to another person, they are always upfront about during the preliminary phases of the sale.

In addition to this practice just being good business, it makes sure the process goes as smoothly as possible later down the line. Wholesalers are clear in their intent and make sure buyers know that the contract could be transferred to another buyer before the closing date arrives.

After their offer is accepted and warranties are determined, wholesalers move to complete a title search . Title searches ensure that sellers have the right to enter into a purchase agreement on the property. They do this by searching for any outstanding tax payments, liens , or other roadblocks that could prevent the sale from going through.

Wholesalers also often work with experienced real estate lawyers who ensure that all of the legal paperwork is forthcoming and will stand up in court. Lawyers can also assist in the contract negotiation process if needed but often don’t come in until the final stages.

If the title search comes back clear and the real estate lawyer gives the green light, the wholesaler will immediately move to locate an entity to transfer the rights to buy.

One of the most attractive advantages of real estate wholesaling is that very little money is needed to get started. The process of finding a seller, negotiating a price, and performing a title search is an extremely cheap process that almost anyone can do.

On the other hand, it is not always a positive experience. It can be hard for wholesalers to find sellers who will agree to sell their homes for less than the market value. Even when they do, there is always a chance that the transferred buyer will back out of the sale, which leaves wholesalers obligated to either purchase the property themselves or scramble to find a new person to complete an assignment of contract with.

Learn more about assignment of contract in real estate by checking out this article .

Who Handles Assignment of Contract?

The best person to handle an assignment of contract is an attorney. Since these are detailed legal documents that deal with thousands of dollars, it is never a bad idea to have a professional on your side. If you need help with an assignment of contract or signing a business contract , post a project on ContractsCounsel. There, you can connect with attorneys who know everything there is to know about assignment of contract amendment and can walk you through the whole process.

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Assessing Assignability: Transferring Contractual Rights or Obligations | Practical Law

what is assignment law

Assessing Assignability: Transferring Contractual Rights or Obligations

Practical law legal update 5-546-6326  (approx. 7 pages).

  • An intended transfer is of the type that is prohibited by law or public policy (see Practice Note, Assignability of Commercial Contracts: Statutory and Public Policy Exceptions ).
  • The parties expressly agree to restrict transferability (see Practice Note, Assignability of Commercial Contracts: Contractual Anti-assignment and Anti-delegation Clauses ).
  • Breaching the contract.
  • Making an ineffective and invalid transfer.

Distinguishing Between Assignment and Delegation

  • The assignment of rights to receive performance.
  • The delegation of duties to perform.

Characteristics of Assignments

  • The right to receive performance from the assignor.
  • Its remedies against the assignor for any failure to perform.

Characteristics of Delegation

The general rule governing assignment and delegation.

  • Most assignments of contractual rights.
  • Many delegations of contractual performance.
  • Assignments and delegations that violate public policy or law.
  • Assignments of rights or delegations of performance that are personal in nature.
  • Contracts with anti-assignment or anti-delegation clauses.

Contracts That Present the Greatest Challenges

  • Personal services contracts (see Personal Services Contracts ).
  • Non-exclusive intellectual property licenses (see Intellectual Property Licenses ).
  • Contracts with anti-assignment and anti-delegation clauses (see Contracts With Anti-assignment and Anti-delegation Contract Clauses ).

Personal Services Contracts

Intellectual property licenses, contracts with anti-assignment and anti-delegation clauses, is a change of control an assignment.

  • Contains an anti-assignment and anti-delegation clause expressly restricting a change of control.
  • States that a change in management or equity ownership of the contracting party is deemed to be an assignment.

When Does an Involuntary Transfer Trigger a Restricted Transfer?

  • A contractual anti-assignment and anti delegation clause applies to a specific type or transfer.
  • The transfer is permissible, with or without a contractual anti-assignment and anti-delegation provision.

Drafting and Negotiating Anti-assignment and Anti-delegation Clauses

  • Directly addressing assignment of rights and delegation of performance.
  • Clarifying the universe of restricted transfers.
  • Designating the non-transferring party's consent rights.
  • Specifying any exceptions to non-transferability.
  • Requiring notification of a permitted transfer.
  • Including a declaration that impermissible transfers are void.
  • Adding a novation to the anti-assignment and anti-delegation provision.

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Assignment is a legal definition that refers to the transfer of rights, property, or other benefits between two parties. The party allocating the rights is known as the “assignor”, while the one receiving them is called the “assignee”. The other original party to the contract is known as the “ obligor ”.

A burden, duty, or detriment cannot be transferred as an assignment without the agreement of the assignee . Furthermore, the assignment can be carried out as a gift, or it may be paid for with a contractual consideration .

Keep reading to learn how this important legal term is used both in contract and property law and to see relevant examples.

  • Assignment Examples

A common example of assignment within property law can be seen in rental agreements between landlords and tenants. For example, a tenant may be renting from a landlord but wants another party to take over the property . In this scenario, the tenant may be able to choose between assigning the lease to a new tenant or subleasing it.

If assigning it, the new tenant will be given the entire balance of the term, with no reversion to anyone else being possible. In other words, the new tenant would have a legal relationship with the landlord. On the other hand, if subleasing the property, the new tenant would be given a limited term and no legal responsibility towards the property owner, only towards the original tenant.

Another example of assignment can be seen within contract law . Let’s say that a school hires a piano teacher for a monthly employment contract with a salary of $2000 per month. As long as there is consent from all parties, the teacher could assign their contract to another qualified piano instructor.

This would be an assignment both of the piano teacher’s rights to receive $2000 per month, and a delegation of their duty to teach piano lessons. This illustrates the fact that under contract law, assignment always includes a transfer of both rights and duties between the parties. If a breach of contract is made by either party, for example for defective performance, then the new teacher or the school can sue each other accordingly.

  • Legal Requirements for Assignment

For an assignment to be legally valid, it must meet certain requirements . If these are not met, a trial court can determine that the transfer of rights did not occur. The legal requirements for assignment are as follows:

  • All parties must consent and be legally capable to carry out the assignment.
  • The objects, rights, or benefits being transferred must be legal.
  • The assignment is not against public policy or illegal.
  • Some type of consideration is included if necessary.
  • The contract in question must already be in place and doesn’t prohibit assignment.
  • If a duty is being transferred, and it requires a rare genius or skill, then it cannot be delegated.
  • The assignment doesn’t significantly change the expected outcome of a contract.
  • Assignment Steps

To successfully assign a contract, certain steps must be followed to ensure the process is legally valid. The necessary assignment steps are listed below:

  • Ensuring there is no anti-assignment clause in the contract.
  • Executing the assignment by transferring the obligations and rights to a third party.
  • Notifying the obligor of the transfer, which in turn relieves the assignor of any liability.
  • Avoiding Assignment

In certain situations, one of the two parties may not want to allow their counterpart to assign the contract. This can be prevented by setting anti-assignment clauses in the original contract. An example of this is making it necessary for prior written consent to be attained from the other parties before the assignment is approved. Nevertheless, an anti-assignment clause cannot be included in an assignment that was issued or ordered by a court.

  • Assignment vs. Novation

Novation occurs when a party would like to transfer both the benefits and burden of a contract to another party. This is similar to assignment in the sense that the benefits are transferred, but in this case, the burden is also passed on. When novation is finalized, the original contract is deleted and a new one is created, in which a third party becomes responsible for all the obligations and rights of the original contract.

  • Assignment vs. Delegation

Although delegation and assignment are similar in purpose, they are two different concepts. Delegation refers to transferring the obligation to a third party without an assignment contract . While in assignment an entire contract and its rights and benefits can be passed on, in delegation only a particular contractual task or activity is transferred.

Let’s look at an example . Lisa is a homeowner that wants to hire Michael with an independent contractor agreement to remodel her garage. He plans to do all the work himself, but he’s not a painter, so he wants to delegate the painting work to his friend Valentina.

In this example, the contract is between Lisa, the obligor, and Michael, the delegator. Valentina would then be known as a delegatee, she doesn’t assume responsibility for the contract nor does she receive the contractual benefits, which in this case would be monetary compensation. However, Michael may have a separate agreement with Valentina to pay her in return for her work.

It’s also important to note that some duties are so specific in nature that it’s not possible to delegate them. In addition, if a party wants to avoid delegation , it’s recommended to add a clause to prevent the other party from delegating their duties.

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The Law Dictionary

Your Free Online Legal Dictionary • Featuring Black’s Law Dictionary, 2nd Ed.

ASSIGNMENT Definition & Legal Meaning

Definition & citations:.

In contracts. 1. The act by which one person transfers to another, or causes to vest in that other, the whole of the right, interest, or property which he has in any realty or personalty, in possession or in action, or any share, interest, or subsidiary estate therein. Seventh Nat. Bank v. Iron Co. (C. C.) 35 Fed. 440; Haug v. Riley, 101 Ga. 372, 29 S. E. 44, 40 L It A. 244. More particularly, a written transfer of property, as distinguished from a transfer by mere delivery. 2. In a narrower sense, the transfer or making over of the estate, right, or title which one has in lands and tenements; and, in an especially technical sense, the transfer of the unexpired residue of a term or estate for life or years. Assignment does not include testamentary transfers. The idea of an assignment is essentially that of a transfer by one existing party to another existing party of some species of property or valuable interest, except in the case of an executor. Ilight v. Sackett, 34 N. Y. 447. 3. A transfer or making over by a debtor of all his property and effects to one or more assignees in trust for the benefit of his creditors. 2 Story, Eq. Jur.

This article contains general legal information but does not constitute professional legal advice for your particular situation. The Law Dictionary is not a law firm, and this page does not create an attorney-client or legal adviser relationship. If you have specific questions, please consult a qualified attorney licensed in your jurisdiction.

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what is assignment 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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what is assignment law

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A transfer of rights in real property or Personal Property to another that gives the recipient—the transferee—the rights that the owner or holder of the property—the transferor—had prior to the transfer.

An assignment of wages is the transfer of the right to collect wages from the wage earner to his or her creditor. Statutes regulate the extent to which an assignment may be made.

n. the act of transferring an interest in property or a some right (such as contract benefits) to another. It is used commonly by lawyers, accountants, business people, title companies and others dealing with property. (See: assign )

ASSIGNMENT, contracts. In common parlance this word signifies the transfer of all kinds of property, real, personal, and mixed, and whether the same be in possession or in action; as, a general assignment. In a more technical sense it Is usually applied to the transfer of a term for years; but it is more properly used to signify a transfer of some particular estate or interest in lands.      2. The proper technical words of an assignment are, assign, transfer, and set over; but the words grant, bargain, and sell, or any other words which will show the intent of the parties to make a complete transfer, will amount to an assignment.      3. A chose in action cannot be assigned at law, though it may be done in equity; but the assignee takes it subject to all the equity to which it was liable in the hands of the original party. 2 John. Ch. Rep. 443, and the cases there cited. 2 Wash. Rep. 233.      4. The deed by which an assignment is made,, is also called an assignment. Vide, generally, Com. Dig. h.t.; Bac. Ab. h.t. Vin. Ab. h.t.; Nelson's Ab. h.t.; Civ. Code of Louis. art. 2612. In relation to general assignments, see Angell on Assignments, passim; 1 Hate & Wall. Sel. Dec. 78- 85.      5. By an assignment of a right all the accessories which belong to it, will pass with it as, if the assignor of a bond had collateral security, or a lien on property, the collateral security and the lien will pass with the assignment of the bond. 2 Penn. 361; 3 Bibb, 291; 4 B. Munroe, 529; 2 Drev. n. 218; 1 P. St. R. 454. 6. The assignment of a thing also carries with it all that belongs to it by right of accession; if, therefore, the thing produce interest or rent, the interest or the arrearages of the rent since the assignment, will belong to the assignee. 7 John. Cas. 90 6 Pick. 360.

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A Legal Dictionary

Black’s Law Online Dictionary

what is assignment law

What is ASSIGNMENT

In contracts. 1. The act by which one person transfers to another, or causes to vest in that other, the whole of the right, interest, or property which he has in any realty or personalty , in possession or in action, or any share, interest, or subsidiary estate therein. Seventh Nat. Bank v. Iron Co. (C. C.) 35 Fed. 440; Haug v. Riley, 101 Ga. 372, 29 S. E. 44, 40 L It A. 244. More particularly, a written transfer of property, as distinguished from a transfer by mere delivery. 2. In a narrower sense, the transfer or making over of the estate, right, or title which one has in lands and tenements; and, in an especially technical sense, the transfer of the unexpired residue of a term or estate for life or years. Assignment does not include testamentary transfers. The idea of an assignment is essentially that of a transfer by one existing party to another existing party of some species of property or valuable interest, except in the case of an executor. Ilight v. Sackett, 34 N. Y. 447. 3. A transfer or making over by a debtor of all his property and effects to one or more assignees in trust for the benefit of his creditors. 2 Story, Eq. Jur.

what is assignment law

Assignment Contract Law: Everything You Need to Know

Assignment contract law occurs when a party assigns their contractual rights to a third party. 3 min read updated on January 01, 2024

Assignment contract law occurs when a party assigns their contractual rights to a third party. The benefit that the issuing party would have received from the contract is now assigned to the third party. The party appointing their rights is referred to as the assignor, while the party obtaining the rights is the assignee.

Assignment Contract

In an assignment contract, the assignor prefers that the assignee reverses roles and assumes the contractual rights and obligations as stated in the contract. Before this can occur, all parties in the original contract must be notified. The obligor is the party that's culpable for carrying out the duties included in the contract.

To simplify the concept, the assignment contract is a second agreement created by the assignor that transfers the benefit from the obligor to the assignee. In other words, the benefit won't go to the assignor, but instead to the assignee. The assignment contract will most likely be the second agreement between the assignee and obligor, as it should be in addition to the original contract. Important detailed information should be included, such as: 

  • Name of party members
  • Rights to be appointed
  • Other additional clauses

When Is Assignment Contract Needed?

Generally speaking, assignment contracts can be both written and oral. However, it is recommended that the contract is written in the following circumstances:

  • Valuable services or property is involved
  • The rights and duties being exchanged contain highly technical or complex terms
  • The transfer of physical land or property is occurring
  • There is no history between any of the parties involved
  • If there is any future intention of assigning the responsibility of the contract to another business or person
  • You're accepting contracts or responsibilities owned by a third party

Normally, the obligor doesn't need to be notified of an assignment of contract rights. However, the obligor is responsible for alerting the other parties if they plan on appointing another party to complete their duties or responsibilities.

What if an Assignment Contract Is Violated?

When an assignment contract is breached, the assignee may sue the obligor for a breach of contract or defective performance.

Determining specific liability may depend on the many components of the contract. To prevent confusion, it is recommended that  clauses are built into the assignment contract that identify the responsibilities and liabilities of all parties involved.

How Assignments Work

The specific language used in the contract will determine how the assignment plays out. For example, one contract may prohibit assignment, while another contract may require that all parties involved agree to it before proceeding. Remember, an assignment of contract does not necessarily alleviate an assignor from all liability. Many contracts include an assurance clause guaranteeing performance. In other words, the initial parties to the contract guarantee the assignee will achieve the desired goal.

When Assignments Will Not Be Enforced

The following situations indicate when an assignment of a contract is not enforced:

  • The contract specifically prohibits assignment
  • The assignment drastically changes the expected outcome
  • The assignment is against public policy or illegal

Delegation vs. Assignment

Occasionally, one party in a contract will desire to pass on or delegate their responsibility to a third party without creating an assignment contract. Some duties are so specific in nature that they cannot be delegated. Adding a clause in the contract to prevent a party from delegating their responsibilities and duties is highly recommended.

Three Steps to Follow if You Want to Assign a Contract

There are three main steps to take if you're looking to assign a contract:

  • Make sure the current contract does not contain an anti-assignment clause
  • Officially execute the assignment by transferring the parties' obligations and rights
  • Notify the obligor of the changes made

Once the obligor is notified, the assignor will effectively be relieved of liability.

Anti-Assignment Clauses

If you'd prefer not to allow the party you're doing business with to assign a contract, you may be able to prevent this from occurring by clearly stating anti-assignment clauses in the original contract. The three most common anti-assignment clauses are:

  • Consent required for assignment
  • Consent not needed for new owners or affiliates
  • Consent not unreasonably withheld

Based on these three clauses, no party in the contract is allowed to delegate or assign any obligations or rights without prior written consent from the other parties. Any delegation or assignment in violation of this passage shall be deemed void. It is not possible to write an anti-assignment clause that goes against an assignment that is issued or ordered by a court.

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The Associated Press

Republican Michigan lawmaker loses staff and committee assignment after online racist post

A Republican lawmaker in Michigan lost his committee assignment and staff Monday, days after posting an image of a racist ideology on social media.

House Speaker Joe Tate, a Democrat who is Black, said he will not allow the House to be a forum for “racist, hateful and bigoted speech.”

State Rep. Josh Schriver, who is white, shared a post on X — formerly known as Twitter — that showed a map of the world with Black figures greatly outnumbering white figures, along with the phrase, “The great replacement!”

The conspiracy theory says there’s a plot to diminish the influence of white people.

Schriver, who represents portions of Oakland and Macomb counties, can vote on the House floor. But Tate removed him from a committee and told the House Business Office to oversee his staff members, who still can assist constituents.

“Representative Schriver has a history of promoting debunked theories and dangerous rhetoric that jeopardizes the safety of Michigan residents and contributes to a hostile and uncomfortable environment for others," Tate said.

A message seeking comment from Schriver wasn't immediately returned. He defended his social media post last week.

“I’m opposed to racists, race baiters and victim politics,” Schriver told The Detroit News. “What I find strange is the agenda to demoralize and reduce the white portion of our population."

Schriver was elected to a two-year term in 2022. Gov. Gretchen Whitmer, a Democrat, released a statement Friday calling his post "abhorrent rhetoric."

“We will never let those who stoke racial fears divide us," she said.

Follow Ed White on X at https://twitter.com/edwritez

Rep. Josh Schriver on the floor of the Michigan House of Representatives, at the Michigan Capitol, in Lansing, Mich., on Oct. 10, 2023. The Republican lawmaker, Schriver, in Michigan lost his committee assignment and staff Monday, Monday, Feb. 12, 2024, days after posting an image of a racist ideology on social media. House Speaker Joe Tate, a Democrat who is Black, said he will not allow the House to be a forum for “racist, hateful and bigoted speech.” (David Guralnick/Detroit News via AP)

Unprecedented assignment: Defending Donald Trump in criminal court

With four criminal indictments and multiple civil cases, the former president has built the equivalent of a boutique law firm.

In the past six weeks alone, Donald Trump’s lawyers argued in the Supreme Court over whether the Constitution bars him from running for president, lost an appeals court battle on presidential immunity and defended their client in a civil defamation trial in which Trump took the stand — all while reviewing evidence and submitting highly technical court motions involving classified documents.

On Monday, Trump’s lawyers appeared at a closed hearing in Florida with the former president, filed a motion in the Supreme Court and attended a hearing in Georgia. And on Thursday, they will have a hearing in Georgia and a pre-trial conference in New York, where a judge could finalize the start date for the first criminal trial of a former president in U.S. history.

Trump, who is also the leading 2024 Republican presidential candidate, has a court schedule with no parallel in political or legal history — fighting felony charges that include allegedly obstructing a U.S. election and improperly retaining national security information. He is simultaneously facing four criminal indictments and multiple civil cases, a crush of court challenges that led to his political action committees’ spending more than $55 million last year on legal fees , campaign finance filings show.

Attorney General Merrick Garland and the special counsel overseeing Trump’s federal cases have pushed an aggressive timetable, calling for speedy trials on behalf of the American people. Trump’s attorneys counter that the conflicting legal demands and the complexity of each case require more time to build his defense. A major part of their legal strategy has been pushing to delay the schedule, arguing that the trials must happen after the election for Trump to have his fair day in court.

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To fight each indictment, Trump has built the functional equivalent of a boutique law firm, led by Todd Blanche, Chris Kise, Steve Sadow and John Lauro. While there is no public record of how much Trump himself has paid any of his lawyers, Trump’s PACs have paid the legal practices run by those four attorneys nearly $5 million so far, according to disclosures released on Jan. 31 .

Legal experts and people familiar with his defense attorneys say Trump has compiled a solid and veteran team, with expertise in civil, criminal, state, federal and appellate issues they can lean on — provided they do not get fed up with their client and quit or get fired, as have many of Trump’s past defenders.

Criminal trials involving Donald Trump

Blanche is defending Trump in three cases; Kise is working on one criminal and one civil case. Both left large law firms to represent the first former U.S. president ever charged with a crime. They and the other lead lawyers — all of whom declined interviews for this article — have become public figures, subject to doxing, threatening mail and harassing phone calls that come from being associated with Trump, people familiar with the situation said.

A cadre of less-experienced lawyers, who attached themselves to Trump’s politics and elevated his conspiracy theories during and after his term in office, have largely been shooed off center stage, according to people involved in the criminal cases, although some are still on the payroll and close to Trump. One — Alina Habba — was lead counsel in Trump’s recent defamation damages lawsuit after well-known New York defense attorney Joe Tacopina stopped representing the former president. Trump was ordered to pay $83.3 million to writer E. Jean Carroll in that case, a verdict he plans to appeal.

As a client, Trump is both fickle and demanding, talking to his defense attorneys multiple times per week, according to people familiar with the conversations, who like others interviewed spoke on the condition of anonymity to discuss them. The lawyers are also in frequent contact with one another and Trump’s campaign staff.

Trump’s attorneys must decide when to incorporate their client’s more provocative legal commentary into court arguments, and they have had to review drafts of his social media posts to make sure they don’t violate gag orders or undermine legal strategy, these people said. Other times, Trump posts on social media without telling anyone, leaving his advisers and lawyers to read his missives at the same time as the public.

The lawyers are also dealing with an uncertain trial schedule — Trump’s federal election obstruction case in Washington has been pushed back from March 4 as the former president argues he should be immune from prosecution in that case, and his Florida trial could be delayed as well.

“Nobody knows which case is going to go first, and balancing the political and legal optics of every decision made is difficult,” said David Schoen, a lawyer who has represented Trump in the past. “Hopefully they have President Trump’s interests in mind, but how do you balance all four of them — different interests, different judges?”

Schoen, who remains in contact with Trump, said the former president seems happy with his lawyers, although Schoen believes they should have more experience with high-profile cases. “I don’t think he has the best legal team he could have,” Schoen said. “All that matters is the client has the legal team around him that he thinks is the best team he could have.”

Building the team

Trump first sought help from Blanche in February 2023, after New York District Attorney Alvin Bragg appeared close to charging Trump for allegedly falsifying documents in connection with a 2016 hush money payment. It would be the first of four Trump indictments handed up in a span of six months.

Blanche — then a partner at Cadwalader, Wickersham & Taft, New York City’s oldest law firm — caught Trump’s attention when he helped Paul Manafort, Trump’s former campaign chairman, avoid state charges of mortgage fraud after Manafort was convicted at trial on similar federal counts . He had also represented Trump aide Boris Epshteyn when Epshteyn was questioned in a Justice Department investigation involving the former president.

Trump asked Blanche to find a lawyer to help him fight any New York indictment. Blanche contacted former colleagues from the prestigious Manhattan prosecutor’s office, a person familiar with the situation said. But their law firms said no, a nod to the fact that the nation’s most prominent white-collar practices have no interest in taking on such a controversial and combative client.

“All in all, it makes great sense not to represent Trump,” said Stephen Gillers, a law professor at New York University. “If you represent Trump, it could be a killer. The fear is that it could lead to an exodus or trouble within the firm itself.”

So Blanche, a graduate of American University and Brooklyn Law School, left Cadwalader, Wickersham and took the job himself . He has multiple lawyers working for his new firm, Blanche Law, all dispatched to the various Trump cases. Susan Necheles — a respected New York defense lawyer with her own firm — is also playing a lead role in the Manhattan criminal case, and according to the filings was paid $465,000 by Trump’s PACs between April and June of last year.

In the courtroom when Trump pleaded not guilty in Manhattan last April, Blanche told the judge that Trump’s social media attacks on Bragg, the prosecutor, were an expression of his frustration with the indictment. “It is true that President Trump has responded, and responded forcefully,” he said. “It is true that as part of that response, he’s absolutely frustrated, upset and believes that there is a grave injustice happening with him being in this courtroom today.”

Even as that arraignment proceeded, federal prosecutors investigating Trump’s potential mishandling of classified documents appeared to be nearing a charging decision.

John Rowley and James Trusty — both prominent in conservative legal circles — had been handling the Florida case, frequently lambasting the Justice Department on television on behalf of their client. Trump had also hired Tallahassee-based Kise , a former Florida solicitor general, agreeing to a $3 million retainer up front.

But Kise was sidelined over disagreements with Trump about how to respond to the FBI search of Mar-a-Lago, his Florida home and private club, and subsequent requests for information, people familiar with the case have said. Kise was mostly relegated to a civil business-fraud case in New York, which has gone to trial and is awaiting a verdict.

By June, Trump had been indicted in South Florida on charges including obstruction and the willful retention of national defense information. Soon Rowley and Trusty quit , in part due to frustration that Epshteyn, a lawyer with little trial experience who is not on the criminal defense teams, continued to advise the president, people familiar with the matter said.

Before a court appearance to enter his second not-guilty plea, Trump tapped Blanche to simultaneously lead the Florida and New York criminal cases. Kise, who has degrees from the University of Miami and the Florida State University School of Law, joined Blanche and the former president for that court appearance, after Trump scrambled unsuccessfully to find someone else .

More indictments, more lawyers

A federal grand jury in D.C. soon charged the former president with four crimes related to his alleged attempts to overturn the 2020 presidential election. Again, Trump came to court to plead not guilty. This time he was represented by Blanche and John Lauro, a respected Florida defense attorney known for representing a Wall Street businessman accused of working with the Mafia and taking on the high-profile gambling trial of an NBA referee.

Lauro, whose undergraduate and law degrees come from Georgetown University, previously represented Trump attorneys Habba and Christina Bobb in connection with the Florida documents case. Working alongside him in Washington is Emil Bove, a former prosecutor colleague of Blanche’s from the Southern District of New York, who left his job at a firm in New Jersey to join Blanche’s new office.

As some cases branched off into the appeals courts, Trump has added more lawyers to the ranks. John Sauer, the former Missouri solicitor general, argued in the D.C. circuit that Trump should be immune from prosecution over his efforts to block the 2020 election results, since he was president at the time. John F. Mitchell, the conservative lawyer behind the Texas abortion law that allows private citizens to personally sue abortion providers, is representing Trump in his Supreme Court battle to overturn a Colorado decision that he should be barred from the ballot because he participated in insurrection.

In Georgia, Sadow became Trump’s lead defense attorney on Aug. 24 — 10 days after Trump and 18 others were charged in Fulton County with orchestrating a criminal conspiracy to overturn the 2020 election. It was the same day Trump fired his previous Georgia lawyer, Drew Findling, and also the day Sadow, a graduate of Marietta College who got his law degree at Emory University, met the former president for the second time, greeting him at the Atlanta airport a year after their first encounter in West Palm Beach. He joined Trump’s motorcade to the Fulton County jail, where Trump surrendered for fingerprinting and a mug shot.

Sadow is an Atlanta-based criminal defense lawyer known for his cowboy boot collection and for successfully representing alleged drug dealers, gang members and white-collar defendants — some charged, like Trump, with racketeering conspiracies. He was recommended to Trump’s aides by Georgia Republicans. Sadow has told multiple associates that he required a seven-figure upfront payment to work with Trump, who does not always pay his legal bills. According to the campaign filings, he received $1.5 million from Trump’s PACs between August and November of last year.

In conversations with other defense lawyers, Sadow has brushed off questions about Trump as a difficult client, explaining that he is a solo practitioner without partners or long rosters of other defendants to placate, people familiar with those conversations said. He has emerged as an unofficial captain of the defense team in Georgia, often speaking on behalf of multiple defendants and coordinating strategy behind the scenes.

A hands-on client

Trump reads court filings in all his cases before they are submitted, and sometimes asks to add political rhetoric — flourishes that he seems to believe will help him with voters but that could also frustrate judges.

In a January brief to the Supreme Court, Trump’s lawyers warned of “bedlam” if the justices don’t reverse Colorado’s decision to disqualify him from the ballot over his role in the Jan. 6, 2021, attack on the U.S. Capitol. That’s the same word Trump used when addressing reporters a few weeks earlier.

And in court, judges have accused some of the attorneys of sounding like Trump on the stump. When Lauro said at a D.C. hearing that Trump had a right to “speak truth to oppression” and that a gag order prohibiting him from disparaging certain people involved in the case amounted to President Biden censoring his lead political opponent, District Court Judge Tanya S. Chutkan responded curtly.

“ I understand that you have a message you want to get out. I do not need to hear any campaign rhetoric in my court,” the judge told Lauro. “Politics stops at this courtroom door.”

The lawyers can also get combative with judges, showing their boss the strong performance he is known to admire. Kise, for example, was a vigorous advocate for Trump at the civil business-fraud trial involving the Trump Organization, sometimes shouting in court. At one point, after Trump ranted from his courtroom seat that the case was politically motivated, Judge Arthur F. Engoron told Kise to “please control your client.” Kise did not make any visible effort to do so.

Trump has often wanted to guide the legal strategy in both his criminal and civil cases, those involved in the conversations said, and attended trials and hearings even when his lawyers said it was not necessary. At times, he has frustrated his legal team by seeking advice on the cases from other attorneys — including some whose conversations with him after he left the White House have become part of the classified-documents investigation.

“He’s not a very trusting person,” one top adviser said.

Kise has complained at times to other Trump advisers about the warring fiefdoms in Trump’s circle, but has privately also said that unlike some clients, Trump actually wants to hear his opinions — and will listen to them.

Sadow has a reputation for telling his clients, “You hired me. Do you want me to do it, or do you want to do it?” said Craig Gillen, who has worked with Sadow on other racketeering cases. Sadow has told associates that he would not tolerate attacks of the judge in the case by his client, and Trump so far has honored that.

Trump likes to have his lawyers around him, although one adviser said he’s complained that some are overpaid. The lawyers have been told they can’t charge more than $750 an hour after some lawyers sent in bills that Trump’s political advisers deemed exorbitant, this person said. Blanche and the Florida legal team often meet with Trump at Mar-a-Lago the day before court appearances in the classified documents case, then stay overnight , people familiar with the situation said. But the former president does not like to hear tough news about any of the cases against him, and will often change his story when he does.

“He has his own set of facts,” said a person who has worked for Trump in the past on legal matters, and like the others spoke on the condition of anonymity to describe private conversations. “That’s the biggest issue of representing him. It’s impossible to get him to agree to a unified set of facts. As soon as there is an issue with one of the facts, the facts just change retroactively.”

Some of Trump’s lawyers have expressed frustration that Epshteyn is so close to Trump because he often paints a rosy picture of the legal situation, giving the former president an unrealistic impression of what lies ahead in court, according to people familiar with the discussions.

“We have good news!” Trump will proclaim when he sees Epshteyn’s number on his phone.

But members of the legal team also sometimes see Epshteyn as a necessary middleman between Trump and his lawyers. He listens to Trump’s rants and speculations, giving the other attorneys more time to focus on their work.

At the civil defamation damages trial brought by E. Jean Carroll last month, Epshteyn sat in the well behind Trump for much of the trial — even though he is not on the legal team for that case.

When the other lawyers stood at the judge’s bench for sidebar discussions, Epshteyn moved up to the defense table, whispering with the former president.

Jacobs reported from New York. Holly Bailey in Atlanta and Devlin Barrett in New York contributed to this report.

More on the Trump Jan. 6 indictment

The charges: Former president Donald Trump pleaded not guilty to charges that he plotted to overturn the 2020 election in the run-up to the Jan. 6, 2021, attack on the U.S. Capitol. Here’s a breakdown of the charges against Trump and what they mean, and things that stand out from the Trump indictment . Read the full text of the 45-page indictment .

The trial: The March 4 trial date has been taken off the calendar and jury selection has been postponed indefinitely while Trump’s claim of presidential immunity from criminal prosecution remains on appeal .

The case: The special counsel’s office has been investigating whether Trump or those close to him violated the law by interfering with the lawful transfer of power after the 2020 presidential election or with Congress’s confirmation of the results on Jan. 6, 2021. It is one of several ongoing investigations involving Trump .

Can Trump still run for president? While it has never been attempted by a candidate from a major party before, Trump is allowed to run for president while under indictment in four separate cases — or even if he is convicted of a crime. Here’s how Trump’s indictment could affect the 2024 election .

  • Special counsel asks Supreme Court to let Trump’s D.C. trial proceed February 15, 2024 Special counsel asks Supreme Court to let Trump’s D.C. trial proceed February 15, 2024
  • Trump asks Supreme Court to keep Jan. 6 trial on hold, citing 2024 election February 12, 2024 Trump asks Supreme Court to keep Jan. 6 trial on hold, citing 2024 election February 12, 2024
  • 4 takeaways from Trump’s loss in his immunity case February 6, 2024 4 takeaways from Trump’s loss in his immunity case February 6, 2024

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13 Times Zendaya And Her Stylist, Law Roach, Perfectly Understood The Assignment

If there's one thing about Zendaya, it's that she *will* nail that red carpet look.

Lauren Garafano

BuzzFeed Staff

Zendaya is a fashion icon, there's no doubt about it. And with the help of her long-time stylist Law Roach, there hasn't been a single look she couldn't pull off flawlessly.

Zendaya wears a Cinderella gown at the met gala and Law Roach is dressed as the fairy godmother

But one of the coolest things she does with her fashion is reference her movies through her looks. Here are 13 of the best ones:

1. first, when she pulled up to the dune: part two event in mexico city and looked like a total sci-fi goddess ready for battle:.

Zendaya poses at a Dune event, wearing a unique two-piece dress with roped accents, hand on hip

2. When she attended the Paris premiere for Dune: Part Two and fully drew inspiration from her character Chani's costume:

Zendaya in a patterned crop top with oversized turtleneck collar and full skirt at a 'Dune' event

3. When she went to The Greatest Showman premiere literally dressed as the greatest showman:

Zendaya in a blazer and trousers at 'El Gran Showman' premiere

4. When she attended an event for Spiderman: No Way Home and her blazer and tights were decked out in jeweled spider webs — even her earrings are tiny webs.

Zendaya in a sparkly blazer dress with intricate beading and matching boots at a Spider-Man film event

5. When she arrived at the LA premiere of Spider-Man: No Way Home and unleashed her inner Spidey:

Woman in a mesh dress with a plunging neckline and a high slit with a lace mask around her eyes on the red carpet

6. When she went to the Spider-Man: Far From Home premiere and proved that color coordinating is always a great idea:

Woman on red carpet in sequined black dress with red top, posing for cameras

7. When she went to the Space Jam: A New Legacy premiere and drew her hair inspo from her character Lola Bunny:

Zendaya in a colorful shorts suit with hair pulled back into a ponytail at a Space Jam event

8. When she went on The Tonight Show Starring Jimmy Fallon to promote The Greatest Showman and her outfit basically said "Okay give me a ringmaster look, but let's show a little leg":

she's standing onstage next to curtains, wearing a black dress with red trim and high heels

9. When she arrived at Dune 's Venice Film Festival premiere, and literally looked like her dress was made from the sand of Arrakis:

she's in an elegant tight gown with a high leg slit poses on the red carpet

10. When she arrived at Dune 's London premiere also drawing fashion inspo from her character Chani:

Zendaya in an elegant white long-sleeved gown with a train on the red carpet

11. When she showed up to Euphoria 's Season 1 premiere and perfectly matched the show's glittery, ethereal vibes:

Zendaya in a white dress with sheer ruffled overlay

12. When she attended the Ballon d'Or photocall just before Spider-Man: No Way Home was about to hit theaters and referenced the movie in this super badass way:

she's on red carpet in elegant black dress with back cutout  that has a gold jewelry piece that looks like a spine

13. And finally, when she went on The Graham Norton Show to promote Spider-Man: No Way Home and referenced one of the movie's villains in a very low-key way.

Zendaya gestures while speaking, wearing a green blazer and purple blouse, seated on a talk show set

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Assignment 3 - Evolving Law

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  1. assignment

    Assignment is a legal term whereby an individual, the "assignor," transfers rights, property, or other benefits to another known as the " assignee ." This concept is used in both contract and property law. The term can refer to either the act of transfer or the rights /property/benefits being transferred. Contract Law

  2. Assignment (law)

    Assignment [1] is a legal term used in the context of the laws of contract and of property. In both instances, assignment is the process whereby a person, the assignor, transfers rights or benefits to another, the assignee. [2] An assignment may not transfer a duty, burden or detriment without the express agreement of the assignee.

  3. Assignment Law: Everything You Need to Know

    In legal terms, the meaning of an assignment is a contractual obligation to transfer a property title or right from one party to another. Generally, the assignment is transferred based on an entire interest in the property, chattel, estate, or other item assigned.

  4. Assignments: The Basic Law

    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.

  5. Legal Assignment: Everything You Need to Know

    A legal assignment occurs when a party assigns their contractual rights to a third party. The benefit that the issuing party would have received from the contract is now assigned to the third party. The party appointing their rights is referred to as the assignor, while the party obtaining the rights is the assignee. Assignment of Contract

  6. Assignment

    Glossary 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.

  7. Assignment Legal Definition: Everything You Need to Know

    The legal definition of assignment is when a person transfers a piece of property or contractual rights to another person. What is Assignment? If you own a piece of property or have rights in a contract and would like to transfer either of these items to another person, you can make an assignment.

  8. What Is an Assignment of Contract?

    An assignment of contract occurs when one party to an existing contract (the "assignor") hands off the contract's obligations and benefits to another party (the "assignee"). Ideally, the assignor wants the assignee to step into his shoes and assume all of his contractual obligations and rights.

  9. Understanding an assignment and assumption agreement

    An assignment and assumption agreement is used after a contract is signed, in order to transfer one of the contracting party's rights and obligations to a third party who was not originally a party to the contract. The party making the assignment is called the assignor, while the third party accepting the assignment is known as the assignee.

  10. Assignment of Contract: What Is It? How It Works

    An assignment of contract is a legal term that describes the process that occurs when the original party (assignor) transfers their rights and obligations under their contract to a third party (assignee).

  11. Assessing Assignability: Transferring Contractual Rights or Obligations

    An assignment involves the transfer by an obligee (assignor) of some or all of its rights to receive performance under the contract to a non-party (assignee). The assignor no longer receives any benefits of the assigned rights, which are all transferred to the assignee. However, even though the assignor divests its contract rights, the ...

  12. What is an Assignment? Legal Definition

    Assignment is a legal term referring to the transfer of a right from one party to another. It plays an important role in both contract and property law.

  13. An Assignee In Business Law: What You Need To Know

    An assignment by operation of law, for example, is a legal transfer that transfers the assignor's rights and obligations to the assigned party without the original creditor or other party involved in the assignor's legal claim consenting. This type of assignment is frequently used in the business world to unwind a merger, sell a company ...

  14. Assignment and novation

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

  15. What is assignment in contract law?

    In business contracts, assignment refers to transferring an agreement's rights, obligations, and property to another party. For example, most commercial tenancy agreements include a clause allowing the tenant to assign their lease to a third party, and that third party becomes the new tenant.

  16. ASSIGNMENT Definition & Meaning

    The idea of an assignment is essentially that of a transfer by one existing party to another existing party of some species of property or valuable interest, except in the case of an executor. Ilight v. Sackett, 34 N. Y. 447. 3. A transfer or making over by a debtor of all his property and effects to one or more assignees in trust for the ...

  17. Spotting issues with assignment clauses in M&A Due Diligence

    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 ...

  18. Assignment legal definition of assignment

    n. the act of transferring an interest in property or a some right (such as contract benefits) to another. It is used commonly by lawyers, accountants, business people, title companies and others dealing with property. (See: assign) Copyright © 1981-2005 by Gerald N. Hill and Kathleen T. Hill. All Right reserved. assignment

  19. How to Write a Law Assignment: Tips and Guidelines

    Summary: Writing a law assignment involves a step-by-step process: introduction, body paragraphs, supporting evidence, counter-arguments, and conclusion. Proper citation, referencing, and proofreading are essential. Mastering the Art of Writing Law Assignments

  20. What is ASSIGNMENT? Definition of ASSIGNMENT (Black's Law Dictionary)

    1. The act by which one person transfers to another, or causes to vest in that other, the whole of the right, interest, or property which he has in any realty or personalty , in possession or in action, or any share, interest, or subsidiary estate therein. Seventh Nat. Bank v. Iron Co. (C. C.) 35 Fed. 440; Haug v.

  21. Assignment Contract Law

    Assignment contract law occurs when a party assigns their contractual rights to a third party. The benefit that the issuing party would have received from the contract is now assigned to the third party. The party appointing their rights is referred to as the assignor, while the party obtaining the rights is the assignee.

  22. Republican Michigan lawmaker loses staff and committee assignment ...

    A Republican lawmaker in Michigan lost his committee assignment and staff Monday, days after posting an image of a racist ideology on social media. House Speaker Joe Tate, a Democrat who is Black ...

  23. Unprecedented assignment: Defending Donald Trump in criminal court

    Blanche is defending Trump in three cases; Kise is working on one criminal and one civil case. Both left large law firms to represent the first former U.S. president ever charged with a crime.

  24. Zendaya References Roles Through Fashion

    Zendaya is a fashion icon, there's no doubt about it. And with the help of her long-time stylist Law Roach, there hasn't been a single look she couldn't pull off flawlessly.

  25. Assignment 3

    GT 302 -Assignment #3 Recent Case Law 50 points The National Labor Relations Board is divided into two distinct parts. The General Counsel, appointed by the President to a 4-year term, is independent from the Board and is responsible for the investigation and prosecution of unfair labor practice cases and for the general supervision of the NLRB field offices in the processing of cases.