Vitali Kravtsov and the European Assignment Clause option

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When Vitali Kravtsov signed his entry level contract earlier this year, he had the intention to fight for a spot in camp and win that fight. A lot of fans were impressed in what was a first glimpse at the brilliance the Russian winger showed. Many agreed he had a successful pre-season and there was talk about him winning a spot in the line-up.

However, when the day came, and the announcement of the team was released, fans realized Kravtsov would be sent to Hartford together with 2017 1st rounder Filip Chytil . This in itself wasn’t cause for concern, but when Kravtsov was a healthy scratch in Sunday’s overtime win over the Islanders affiliate Bridgeport Sound Tigers, panic ensued online. But what does the future hold for Kravtsov short term? What are his options?

Stay in Hartford for the season

Being scratched in game 2 is hardly the end of the world, but it’s good to at least look at what may happen if this trend continues. The healthy scratch itself, in game 2 of a back-to-back, is not necessarily a bad thing. The schedule in the AHL is brutal with sometimes 3 games in 3 days. Players will sit out games throughout the season due to this and if Kravtsov has the intention of making it the NHL, he’s best off staying in Hartford for now. David Quinn hinted he and Chytil would be the first call-ups in case of injury or trades. The downside of staying in Hartford for too long is financial.

With an entry level contract always being a 2-way deal, the salary drops to 70k a year and for a player who came over from the KHL, that’s a significant pay cut. The exact numbers of what Kravtsov’s salary was in the KHL are unknown, but he was given a new contract 12 months ago by Traktor Chelyabinsk, with a siginificant pay increase. If that puts him close to the average salary in the KHL, the 70k in the AHL is a big step back. Will that impact his decision?

European Assignment Clause

If it does, Kravtsov has the option to trigger the European Assignment Clause that was added to his contract. The clause can be triggered at any time during the season and will result in Kravtsov returning to the KHL to the team that owns his KHL rights, Traktor Chelyabinsk. Side note: This is why Traktor Chelyabinsk did not release Kravtsov once they were eliminated from the KHL play offs. By releasing him, they would have lost his rights.

In the event of the EAC being triggered, Kravtsov will remain with his KHL team until their season is over, after which he would return. The timeline of that return, which could coincide with the NHL trade deadline, makes this scenario appealing for Kravtsov as he would return around the same time the Rangers are expected to trade away Chris Kreider and Vlad Namestnikov.

Earn a call up in the next few weeks

The most recent example to compare Kravtsov’s situation to is that of Kristian Vesalainen last season. The 24th overall pick in 2017 failed to win a spot with the Winnipeg Jets and was assigned to their AHL affliate for 5 games until Vesalainen used his European Assignment Clause to move to Jokerit in the KHL. That happened on November 23rd. If we take that date as a “deadline” it gives the Rangers a little over 6 weeks. As we all know, injuries occur all the time and it’s not unlikely we see one happen which opens the door for Kravtsov to return to New York. But if it doesn’t happen, fans should not be surprised if Kravtsov returns to Russia temporarily.

Mutual agreement to terminate contract

This is a highly unlikely scenario, but I don’t want to leave it out. In rare cases, players and clubs agree to terminate the contract. This happened with Alexei Bereglazov in 2017 for instance. But the Rangers won’t give up on a prospect as valuable as Kravtsov and I don’t see Kravtsov walking away from his dream to play in the NHL. Fans should not have to worry about this last option.

Time will tell, but for Kravtsov, an interesting couple of weeks are ahead.

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Prokhorkin assigned to Ontario; hockey ops clarifies European assignment clause

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The Kings assigned forward Nikolai Prokhorkin to AHL-Ontario on Saturday, reducing the number of players in training camp to 26. Derek Forbort, who has a back injury, will not start the season on the active roster, so there are now essentially 25 players battling for an available 23 spots. Cap-compliant opening night rosters are due October 1.

Prokhorkin’s assignment is important because of the European assignment clause in his contract, as reported by Renaud Lavoie and confirmed by the team. While Lavoie shared via Twitter in May that he could return to Europe “if he’s not starting the next season in the NHL,” the clause does not go into effect until a later date, according to L.A. hockey operations, who shared there was “no indication” to suggest he’d fail to report to the Reign.

There has been speculation over whether Prokhorkin would report to the Reign if assigned, or whether he was a Kings-or-bust player that would return to Europe in the absence of an NHL roster spot. This is fair; he left North America after eight games with AHL-Manchester as a newly minuted 19-year-old in 2012, though that was reported at the time to be a case of a player honoring his KHL contract and not because of any grievances. But he did state (via a translation) in 2014 that the absence of a playing time guarantee influenced his decision not to sign with Los Angeles that summer, and he was nearly dealt by the Kings at the 2016 deadline in a reported exchange with Edmonton for Teddy Purcell – though he did not commit to signing a contract and playing in North America and so the trade fizzled. Calgary and Toronto also reportedly kicked the tires at the time.

Prokhorkin’s tenaciousness was evident in the game at Anaheim last week. He applied good pressure during an early shift (that ultimately resulted in a lost faceoff and a goal against shortly thereafter) and appeared to generate as many dangerous chances as any of his teammates in a 2-0 loss to the Ducks, though Todd McLellan spoke after the game that playing at an NHL tempo was a challenge during camp. “I think we have a talented player, a player that possesses some skill,” he said. “I believe he can finish. I haven’t seen it yet, but I believe that he can find a way to finish. It’s getting up to the pace. He’s playing on a smaller ice surface, things are happening a little bit quicker. I think at times we have him thinking when he should just be playing, and as a result you sometimes look slow. I’m not sure that he’s slow, I think that he’s just thinking it and he’s a little hesitant right now.”

With 41 points in 41 games for SKA-St. Petersburg last season, he was one of only two players under 27 years of age – hello, Nikita Gusev – to record a point-per-game in the low-scoring KHL. Ilya Kovalchuk, who won a gold medal with Prokhorkin at the 2018 PyeongChang games, acknowledged the center’s strengths on the puck and around the net, and also called to attention his “very underrated” skill. “He sees the ice really well,” Kovalchuk said early in camp. “Sometimes he’s a little inconsistent, but I think he worked really hard this summer, and he looks way, way better – in better shape than he used to, so it’s good.”

Prokhorkin, who recorded five shots and a minus-two rating in three preseason games, is on a one-year, entry-level contract and did not have to clear waivers. With his assignment, the following players remain:

Forwards (14): Michael Amadio, Dustin Brown, Jeff Carter, Kyle Clifford, Carl Grundstrom , Alex Iafallo, Adrian Kempe, Mario Kempe, Ilya Kovalchuk, Anze Kopitar, Trevor Lewis, Blake Lizotte , Tyler Toffoli, Austin Wagner Defensemen ( 10 9): Tobias Bjornfot , Drew Doughty, Derek Forbort , Ben Hutton, Paul LaDue, Kurtis MacDermid, Alec Martinez, Matt Roy , Joakim Ryan, Sean Walker Goalies (2): Jack Campbell, Jonathan Quick Italics denote waiver-exempt status

McLellan’s preference would be to keep one extra forward and one extra defenseman, but that’s not necessarily possible, given waiver status, positional needs, ice time allotment and, as has been shared over the past week, the need for the Kings “to be ready for the player as well.” Tobias Bjornfot, as I first shared Wednesday night on the radio broadcast in Anaheim, is expected to start the season in Los Angeles and get a handful of NHL games before a subsequent roster move that would come in advance of the first year of his entry-level contract activating.

With a defense of Drew Doughty, Alec Martinez, Ben Hutton and Bjornfot, either three or four players from a defensive group of Paul LaDue, Kurtis MacDermid, Matt Roy, Joakim Ryan and Sean Walker will make the team, with MacDermid the safest bet to do so – and potentially open the year as the seventh defender. Roy and Walker wouldn’t have to clear waivers were they to be assigned to Ontario; it’s speculative, but it wouldn’t be a shock to see a waiver-exempt player sent down at the start of the year and called up when Bjornfot is assigned or loaned.

This is all explained in the evaluations of roster battles that was published yesterday . Should the Kings desire to put a player on waivers, it will be learned on either Sunday or Monday shortly after 9:00 a.m.

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IP Law Bulletin

In the United States, where an inventor must assign ownership of patent rights to his or her employer or another company, he or she signs an assignment document that can be recorded at the United States Patent and Trademark Office. This document is often executed early in the pendency of the application and can control ownership rights of the U.S. application, any later-filed "children" U.S. applications, and foreign applications such as Patent Cooperation Treaty (PCT) applications. However, due to differences between U.S. and European law, the assignment may not be sufficient in Europe—and errors cannot be fixed retroactively.

In Europe,  an assignment of a patent application must be in writing and "shall require the signature of the parties to the contract." (Emphasis added.) Thus, according to European law, which was highlighted in a Board of Appeals of the European Patent Office (EPO) on November 14, 2006 , both the assignor and the assignee must sign the assignment document. While contract law in the U.S. and in a number of other countries consider a contract signed by the conveying party to be valid for this type of one-way conveyance, this is not true everywhere in Europe. In many parts of Europe, contract law requires that both parties sign for all conveyances. Thus, an assignment signed only by the inventor may not be effective in countries such as Great Britain and France.

Another concern addressed by the assignment document is the claim to priority. In Europe, a patent owner must have actual ownership of a priority right when making claim to it . This priority right is distinct from the ownership right and can be transferred separately. Thus, the transfer of a right to priority must be spelled out in the assignment. If, for example, a PCT application claims priority to an earlier-filed U.S. application, the claim must be made by the identical legal person who filed the earlier priority application or a successor in title. This identity or relationship must be valid at the time the PCT application is filed. Where a U.S. priority document is filed in the name of the inventors and the PCT application is filed in the name of the owner, there must be an assignment from the inventors to the owner prior to the filing of the PCT application. This can be particularly problematic when a provisional application is used as a priority document. The provisional application never becomes a patent and does not need to be assigned. Thus, assignments are often only executed after a non-provisional application is filed. While problems with valid claims to priority should be eased under the America Invents Act (AIA) because U.S. applications can now be filed in the name of the owner instead of the inventor , care should be taken to ascertain a proper right to claim priority particularly if there is any difference in the identity of the applicant.

As a practice tip, practitioners should make sure all assignments are signed and dated before the PCT filing date and are signed by both the assignee and assignor. If this cannot be done, or if the right to claim priority is at all uncertain, practitioners should file the PCT application in the name of the "person" who filed the priority application and provide any correction later. Practitioners should also make sure that the assignment specifies the priority application(s) with particularity, includes an assignment of the right to claim priority, and make sure each signature is either witnessed or notarized. These measures should be taken to prevent complications in various jurisdictions, such as some countries in Europe.

This advisory was prepared by Nutter's Intellectual Property practice. For more information, please contact your Nutter attorney at 617.439.2000.

This update is for information purposes only and should not be construed as legal advice on any specific facts or circumstances. Under the rules of the Supreme Judicial Court of Massachusetts, this material may be considered as advertising.

Maximizing the protection and value of intellectual property assets is often the cornerstone of a business's success and even survival. In this blog, Nutter's Intellectual Property attorneys provide news updates and practical tips in patent portfolio development, IP litigation, trademarks, copyrights, trade secrets and licensing.

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Lukas Bengtsson's "European Assignment Clause" doesn't mean NHL or bust

The Penguins newest European defenseman has a European out-clause in his contract, but that doesn't necessarily mean he's going to exercise it.

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european assignment clause

The Pittsburgh Penguins signed 22-year old Swedish defenseman Lukas Bengtsson earlier this summer, it seemed like a great thing. Though a bit on the small side, the young player distinguished himself in his home country's top league as a great skating, puck moving defenseman.

Lately, one little detail has been noticed and is sticking in the craw of Pens fans. The great website General Fanager (citing themselves) reports that Bengtsson has a " European Assignment Clause" in his two year NHL entry level contract. Meaning if the Pens want to send him to the minors, he has option to go back to play in Europe instead of riding the bus and making a $70k salary. This has lead to a seeming growing belief or perception among Penguins fans (at least something I've heard a little) that Bengtsson would be bolting back if/when he doesn't make the NHL team.

However, that's not what the best evidence says. The latest indactor is a Swedish article which roughly translated, part of it says:

What do you think of your chances to pinch an NHL place directly after the big camp? - We shall see. I do of course all to take a seat, it's the attitude you have to have. It remains to see if Luke gets a Penguin this autumn. But whether he succeeds right away or if it is delayed, the goal is super clear. - Sometime I'll be up there and play.

This confirms what DK on Pittsburgh Sports reporter Jason Mackey reported on 7/1 after development camp. They're behind the pay-wall but here's the biggest quote [emphasis added].

"I feel like I took my game to a higher level toward the end of last season," Bengtsson told me. "I want to keep going with that and take that with me to this side of the world, whether I’m in Wilkes-Barre or Pittsburgh." This actually stopped me dead in our interview. I was surprised to hear him bring up Pittsburgh on his own. I followed by asking if he thought Pittsburgh is a realistic possibility. "I want to think that," Bengtsson said. "I want to give everything I have to take a spot, of course. I’m going to practice as hard as I can and take tips from the coaches on what I need to work on over the summer."

So, unless something changes, it doesn't much look like Bengtsson is on the first flight to Sweden if he doesn't make the NHL team. Which is a good thing, since with 6 NHL defensemen on one-way contracts, plus Derrick Pouliot , barring an injury or really spectacular training camp it doesn't much look like Bengtsson has a path to the NHL.

Just wanted to put this information out there, since we're seeing some rumblings and consternation about the out-clause. From comments in Swedish and English it seems Bengtsson understands his journey to the NHL will likely include having to prove himself in the AHL first.

(S/O to Pensburgh commenter Jake Honoosic for the link to Sweden)

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The Government restricts bans on assignment

United Kingdom |  Publication |  November 2018

Legislation now in force preventing parties from prohibiting the assignment of receivables under certain contracts.

At the moment, a contract can prohibit or restrict the parties’ ability to assign or transfer rights created under the contract. The extent of the restriction is a matter of interpretation of the clause concerned. If one of the parties to the contract attempts to assign the benefit of the contract in breach of the restriction, the purported assignment is ineffective.

One of the key assets of any business is its receivables, and restrictions on assignment can prevent the parties from factoring receivables or otherwise raising finance on them. The Government has decided that it should be easier for businesses to raise finance on their receivables. Accordingly the Small Business, Enterprise and Employment Act 2015 allows regulations to be made to invalidate restrictions on the assignment of receivables in particular types of contract. The regulations have now been made. They are contained in The Business Contract Terms (Assignment of Receivables) Regulations 2018. Draft regulations published in July, have been approved by both Houses of Parliament and are now in force.

What types of contracts do the Regulations apply to?

The Regulations apply to contracts for the supply of goods, services or intangible assets under which the supplier is entitled to be paid money. But there are a number of important exclusions from their application, including the following:

  • They only apply to contracts entered into on or after 31 December 2018.
  • They only apply where the person who supplies the goods, services or intangible assets concerned, and is therefore entitled to the receivable, is a small or medium-sized enterprise which is not a special purpose vehicle. Whether or not an entity qualifies in any particular case requires a detailed examination of the precise wording of the
  • Regulations. Counter-intuitively, the test is not applied at the time the contract is entered into, but at the time the assignment takes place.
  • There is a specific exemption for contracts “for, or entered into in connection with, prescribed financial services”: These are widely defined to include “any service of a financial nature”.
  • There are specific exclusions for particular types of contract, including certain commodities, project finance, energy, land, share purchase and business purchase contracts and operating leases.
  • As a general rule, it would seem that the Regulations only apply to contracts governed by English law or the law of Northern Ireland, but they prevent the parties from choosing a foreign law if it can be established that the purpose of doing so was to evade the Regulations.
  • The Regulations do not apply if none of the parties to the contract has entered into it in the course of carrying on a business in the United Kingdom.

What is the effect of the Regulations?

The Regulations provide that “a term in a contract has no effect to the extent that it prohibits or imposes a condition, or other restriction , on the assignment of a receivable arising under that contract or any other contract between the same parties.”

A receivable is the right to be paid any amount under a contract for the supply of goods, services, or intangible assets. The Regulations do not prevent the parties from restricting the assignment of other contract rights.

More difficult is to establish what is meant by assignment. Receivables are transferred in various ways in practice. Sometimes the transfer is outright (for instance by way of sale); and sometimes it is by way of security (for instance to secure a loan). The transfer may be effected by a statutory assignment, an equitable assignment, a charge or a trust. “Assignment” is not defined in the Regulations, and so there is some doubt as to which of these transactions are covered.

Although charges are not expressly referred to, they might be covered by the expression “assignment” if it is given a broad interpretation. But because of the uncertainty, the best course is to take an assignment by way of security over a receivable where there is, or might be, a restriction. That way, it is clear that the Regulations do apply.

Non-assignment clauses come in a variety of forms. They will be covered by the Regulations if they prohibit or impose a condition , or other restriction on the assignment of a receivable. The Regulations expressly invalidate terms which prevent the assignee from determining the validity or value of the receivable or their ability to enforce it. Whether or not the Regulations apply in any particular case will require an analysis of the precise terms of the restriction.

The Regulations will be of particular importance to businesses involved in the financing of receivables. And they will also be of concern to buyers because they will override their contractual protections.

Richard Calnan

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New interpretation of non-assignment clauses relevant for securitisation and factoring.

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Supreme Court 21 March 2014, ECLI:NL:HR:2014:682 (Coface/Intergamma)

On 21 March 2014, the Supreme Court ruled that a breach of a non-assignment clause results in a breach of contract, but is unlikely to affect the valid transfer (and pledge) of the assigned rights.

The judgement is relevant to parties involved in various types of financing, such as securitisations, factoring and reverse factoring, in which the assignment of rights is an essential requirement. Rights governed by Dutch law subject to a non-assignment clause were traditionally considered unsuitable for these types of financing. This judgement challenges that traditional thinking. The judgement has the potential to significantly expand the number of claims that are suitable for securitisations, factoring and reverse factoring.

Since 2005, Intergamma had been purchasing electronics from the AFK group on Intergamma's general terms and conditions of purchase. The non-assignment clause in these terms and conditions prohibited the vendor (AFK Group) from transferring all or part of its rights and obligations to third parties without Intergamma's prior written consent. In violation of that prohibition, AFK Germany, the entity in the AFK group to which Intergamma made payments, assigned its claims against Intergamma to Coface in 2008 under a factoring agreement without seeking Intergamma's consent.

When Intergamma made payments early in 2009 to AFK Holland, another part of the AFK group, Coface invoked the assignment and asserted that the payments to AFK Holland did not release Intergamma from its payment obligations. Intergamma refused to pay Coface, and relied on the non-assignment clause which, according to Intergamma, meant that the assignment of AFK Germany's claims to Coface in 2008 was void.

Interpretation of the non-assignment clause: presumption that it only affects contracting parties

The key issue before the court was the effect of the non-assignment clause. Did it have the effect of invalidating the entire transfer of rights to Coface (ie did it have proprietary effect)? Or did it merely mean that AFK Germany was in breach of contract, but that the rights remained with Coface (ie that the clause had only contractual effect)?

The Supreme Court ruled that, in principle, there is a presumption that a non-assignment clause only takes effect under the law of obligations:

" A clause like the one at issue, which is also intended by its nature to affect the legal position of third parties that have no knowledge of the intention of the contracting parties, and which serves to uniformly govern their legal position, must be construed according to objective standards, with due observance of the Haviltex standard. 1

The point of departure when interpreting clauses that exclude assignment of a claim must be that they only have effect under the law of obligations, unless their wording - construed according to objective standards – indicates that they were also intended to have effect under the law of property as referred to in Article 3:83, paragraph 2, of the Dutch Civil Code. "

The case will now be referred back to the Hague Court of Appeal for it to decide whether the non-assignment clause in Intergamma's general terms and conditions was intended to have effect only under the law of obligations, or to have proprietry effect too.

Implications

A non-assignment clause which prohibits a party from assigning its rights (eg "the Seller shall not assign its rights") will, if breached, generally result in a breach of contract but will not affect the assignee's rights. The rights subjected to the clause are still transferred. Should a proprietary effect, ie actual non-transferability, be required, the non-assignment clause will need to explicitly state this (eg "The rights under this agreement are non-transferable").

The Supreme Court's ruling places increased emphasis on the precise wording of a non-assignment clause. Obligors who want a non-assignment clause to have absolute effect vis-à-vis third parties and contracting parties should review their contracts or general terms and conditions and make changes if necessary. The text must either explicitly state that an assignment prohibition has effect under the law of property. A clause must state that the claim itself cannot be transferred.

The ruling also affects finance parties. Before this judgment, it was generally assumed that every non-assignment clause took effect under the law of property unless the text of the clause contained indications that the prohibition only had consequences under the law of obligations. This judgment suggests the opposite, thus potentially widening the pool of rights suitable for securitisations, factoring etc.

Under Dutch law, if there is a dispute about the meaning of a contract provision, a Dutch court will ascertain this meaning by applying the following standard: what could the parties reasonably have understood that provision to mean and what could they reasonably have expected from each other? For this "Haviltex standard", all facts and circumstances are relevant, including the conduct of the parties before and after entering into the contract. For more information, please see our article "Plain Meaning of the Words Not Always Determinative for Commercial Contracts" in the EFLR of June 2013.

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Assignment clause defined.

Assignment clauses are legally binding provisions in contracts that give a party the chance to engage in a transfer of ownership or assign their contractual obligations and rights to a different contracting party.

In other words, an assignment clause can reassign contracts to another party. They can commonly be seen in contracts related to business purchases.

Here’s an article about assignment clauses.

Assignment Clause Explained

Assignment contracts are helpful when you need to maintain an ongoing obligation regardless of ownership. Some agreements have limitations or prohibitions on assignments, while other parties can freely enter into them.

Here’s another article about assignment clauses.

Purpose of Assignment Clause

The purpose of assignment clauses is to establish the terms around transferring contractual obligations. The Uniform Commercial Code (UCC) permits the enforceability of assignment clauses.

Assignment Clause Examples

Examples of assignment clauses include:

  • Example 1 . A business closing or a change of control occurs
  • Example 2 . New services providers taking over existing customer contracts
  • Example 3 . Unique real estate obligations transferring to a new property owner as a condition of sale
  • Example 4 . Many mergers and acquisitions transactions, such as insurance companies taking over customer policies during a merger

Here’s an article about the different types of assignment clauses.

Assignment Clause Samples

Sample 1 – sales contract.

Assignment; Survival .  Neither party shall assign all or any portion of the Contract without the other party’s prior written consent, which consent shall not be unreasonably withheld; provided, however, that either party may, without such consent, assign this Agreement, in whole or in part, in connection with the transfer or sale of all or substantially all of the assets or business of such Party relating to the product(s) to which this Agreement relates. The Contract shall bind and inure to the benefit of the successors and permitted assigns of the respective parties. Any assignment or transfer not in accordance with this Contract shall be void. In order that the parties may fully exercise their rights and perform their obligations arising under the Contract, any provisions of the Contract that are required to ensure such exercise or performance (including any obligation accrued as of the termination date) shall survive the termination of the Contract.

Reference :

Security Exchange Commission - Edgar Database,  EX-10.29 3 dex1029.htm SALES CONTRACT , Viewed May 10, 2021, <  https://www.sec.gov/Archives/edgar/data/1492426/000119312510226984/dex1029.htm >.

Sample 2 – Purchase and Sale Agreement

Assignment . Purchaser shall not assign this Agreement or any interest therein to any Person, without the prior written consent of Seller, which consent may be withheld in Seller’s sole discretion. Notwithstanding the foregoing, upon prior written notice to Seller, Purchaser may designate any Affiliate as its nominee to receive title to the Property, or assign all of its right, title and interest in this Agreement to any Affiliate of Purchaser by providing written notice to Seller no later than five (5) Business Days prior to the Closing; provided, however, that (a) such Affiliate remains an Affiliate of Purchaser, (b) Purchaser shall not be released from any of its liabilities and obligations under this Agreement by reason of such designation or assignment, (c) such designation or assignment shall not be effective until Purchaser has provided Seller with a fully executed copy of such designation or assignment and assumption instrument, which shall (i) provide that Purchaser and such designee or assignee shall be jointly and severally liable for all liabilities and obligations of Purchaser under this Agreement, (ii) provide that Purchaser and its designee or assignee agree to pay any additional transfer tax as a result of such designation or assignment, (iii) include a representation and warranty in favor of Seller that all representations and warranties made by Purchaser in this Agreement are true and correct with respect to such designee or assignee as of the date of such designation or assignment, and will be true and correct as of the Closing, and (iv) otherwise be in form and substance satisfactory to Seller and (d) such Assignee is approved by Manager as an assignee of the Management Agreement under Article X of the Management Agreement. For purposes of this Section 16.4, “Affiliate” shall include any direct or indirect member or shareholder of the Person in question, in addition to any Person that would be deemed an Affiliate pursuant to the definition of “Affiliate” under Section 1.1 hereof and not by way of limitation of such definition.

Security Exchange Commission - Edgar Database,  EX-10.8 3 dex108.htm PURCHASE AND SALE AGREEMENT , Viewed May 10, 2021, < https://www.sec.gov/Archives/edgar/data/1490985/000119312510160407/dex108.htm >.

Sample 3 – Share Purchase Agreement

Assignment . Neither this Agreement nor any right or obligation hereunder may be assigned by any Party without the prior written consent of the other Parties, and any attempted assignment without the required consents shall be void.

Security Exchange Commission - Edgar Database,  EX-4.12 3 dex412.htm SHARE PURCHASE AGREEMENT , Viewed May 10, 2021, < https://www.sec.gov/Archives/edgar/data/1329394/000119312507148404/dex412.htm >.

Sample 4 – Asset Purchase Agreement

Assignment . This Agreement and any of the rights, interests, or obligations incurred hereunder, in part or as a whole, at any time after the Closing, are freely assignable by Buyer. This Agreement and any of the rights, interests, or obligations incurred hereunder, in part or as a whole, are assignable by Seller only upon the prior written consent of Buyer, which consent shall not be unreasonably withheld. This Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.

Security Exchange Commission - Edgar Database,  EX-2.1 2 dex21.htm ASSET PURCHASE AGREEMENT , Viewed May 10, 2021, < https://www.sec.gov/Archives/edgar/data/1428669/000119312510013625/dex21.htm >.

Sample 5 – Asset Purchase Agreement

Assignment; Binding Effect; Severability

This Agreement may not be assigned by any party hereto without the other party’s written consent; provided, that Buyer may transfer or assign in whole or in part to one or more Buyer Designee its right to purchase all or a portion of the Purchased Assets, but no such transfer or assignment will relieve Buyer of its obligations hereunder. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors, legal representatives and permitted assigns of each party hereto. The provisions of this Agreement are severable, and in the event that any one or more provisions are deemed illegal or unenforceable the remaining provisions shall remain in full force and effect unless the deletion of such provision shall cause this Agreement to become materially adverse to either party, in which event the parties shall use reasonable commercial efforts to arrive at an accommodation that best preserves for the parties the benefits and obligations of the offending provision.

Security Exchange Commission - Edgar Database,  EX-2.4 2 dex24.htm ASSET PURCHASE AGREEMENT , Viewed May 10, 2021, < https://www.sec.gov/Archives/edgar/data/1002047/000119312511171858/dex24.htm >.

Common Contracts with Assignment Clauses

Common contracts with assignment clauses include:

  • Real estate contracts
  • Sales contract
  • Asset purchase agreement
  • Purchase and sale agreement
  • Bill of sale
  • Assignment and transaction financing agreement

Assignment Clause FAQs

Assignment clauses are powerful when used correctly. Check out the assignment clause FAQs below to learn more:

What is an assignment clause in real estate?

Assignment clauses in real estate transfer legal obligations from one owner to another party. They also allow house flippers to engage in a contract negotiation with a seller and then assign the real estate to the buyer while collecting a fee for their services. Real estate lawyers assist in the drafting of assignment clauses in real estate transactions.

What does no assignment clause mean?

No assignment clauses prohibit the transfer or assignment of contract obligations from one part to another.

What’s the purpose of the transfer and assignment clause in the purchase agreement?

The purpose of the transfer and assignment clause in the purchase agreement is to protect all involved parties’ rights and ensure that assignments are not to be unreasonably withheld. Contract lawyers can help you avoid legal mistakes when drafting your business contracts’ transfer and assignment clauses.

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LeBrun: How Nikita Soshnikov forced his way back to the NHL

LeBrun: How Nikita Soshnikov forced his way back to the NHL

Nikita Soshnikov , in many ways, forced his way back into the NHL thanks to his European Assignment Clause but what’s clear from listening to Lou Lamoriello is that the 24-year-old Russian winger is also back because he’s earned it.

The veteran Toronto Maple Leafs GM walked me through the intriguing process that forced the club to make a decision on him by Tuesday’s deadline in which Soshnikov could have requested a loan back to the KHL had he not been recalled from the AHL.

“He did have a clause and as you said, there are other players in the league that do have clauses and most of the time nobody even knows about them,” Lamoriello told The Athletic . “This was (negotiated) prior to me coming here certainly. But when you have a clause in the contract, that’s the player’s right. He negotiates that, it’s all done in good faith.  There shouldn’t be any misunderstanding here with this. The player has done nothing wrong. All the clause says is that if he were in the minors by a certain date, that he could request to be assigned to the KHL instead of the American League or Eastern League, whatever it might be. That, understandably, is a negotiation that was done because there was probably some concern whether he’d be playing in the NHL or whether he’d be a prospect at that time.’’

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Lamoriello added that had Soshnikov been loaned to Russia, the KHL team would have picked up his entire NHL salary, and that the Leafs at any time would have had the right to recall him from the KHL and back to the Leafs.

In the end, with Soshnikov putting up 12 points (5-7) in 14 games with the Marlies this season, the hockey decision trumped the CBA decision as the main motivation.

“If he weren’t playing the way he were playing, or if he wasn’t a player who we felt was an NHL player — and I’ve said this continuously that (Kasperi) Kapanen, Soshnikov and (Josh) Leivo are NHL players, and because Leivo would need waivers, that was one of the reasons he was here,” Lamoriello said. “You use the rules, I don’t want to say to your advantage or disadvantage, but just because they are the rules. So, in this case, and there was never any communication with the player about the date, there was no pressure from the representative, we didn’t allow it to get to that point. The old expression of when time is on your side, he was playing really well and kept playing better and better, and remember he was coming off an injury last year, we wanted to give him all the time we had and the ability to use prior (to the Nov. 14 date in his clause) if that question should come forward. It never came forward.

“We made that decision as a hockey decision.’’

Yes, the Leafs waited as long as they could before the Nov. 14 deadline but like in all their decisions, it’s also about maximizing the protection of their assets as the system allows.

“Absolutely. And it has to be done for the right reasons,” Lamoriello said. “A player has to deserve to be here on how he’s playing. The player handled this 100 percent right, so did the representative (agent Dan Milstein). They never questioned us and what we were doing. They never asked us any questions. We made this decision independently, the player was called up, and here he is.’’

The Leafs informed Milstein of the call-up on Monday night. All Soshnikov wants is to be in the NHL. He’s been terrific this season in the AHL and it’s nice to see after he suffered a serious concussion last March.

Soshnikov requires just three more games played at the NHL level to trigger, like Leivo, requiring waivers for any kind of assignment.

It also means Soshnikov, like Leivo, is up for good until further notice. Whether that means he’s going to get to play games soon, we shall see. That’s up to head coach Mike Babcock (I think the Leafs coach very much likes Soshnikov but it’s a matter of when the time is right to put him back in the lineup).

But it also means the Leafs have one less flexible piece up front. Which is why other NHL teams that I’ve spoken with are eagerly waiting to see what Toronto will do with all their forward depth.

I went down that very path with Lamoriello and got the expected answer.

“Now you’re going to try and play general manager,’’ he said in quickly shutting me down from that line of questioning.

Lamoriello said the team is fine right now roster-wise.

“But every day, things change,’’ he added.

At some point, you have to assume the Leafs make a trade from their excess forward depth. They don’t want to lose a guy for nothing on waivers.

But just who goes, well, that’s the unanswered question.

It is worth keeping in mind, by the way, that if Josh Leivo plays fewer than 34 games between now and the end of the season, his status changes from RFA to Group 6 UFA, a source confirmed. He’s appeared in only five of the Leafs’ 19 games so far this season.

(Top photo credit: John E. Sokolowski-USA TODAY Sports)

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Pierre LeBrun

Pierre LeBrun has been a senior NHL columnist for The Athletic since 2017. He has been an NHL Insider for TSN since 2011 following six years as a panelist on Hockey Night In Canada. He also appears regularly on RDS in Montreal. Pierre previously covered the NHL for ESPN.com and The Canadian Press. Follow Pierre on Twitter @ PierreVLeBrun

Email McLane Middleton, Professional Association

United States: When Is An "Assignment" Clause Worth Fighting For?

View Megan M. Coneeny Biography on their website

Q. My small business is negotiating with a vendor who has asked to remove our contract’s “assignment” clause entirely. Is it worth the time to argue over whether to include an assignment clause?

A.  First, it’s important to understand the purpose of the assignment clause. “Assignment” occurs when a party transfers its rights and obligations under a contract to another party. Generally, unless the parties have agreed otherwise, each can assign its rights and obligations freely.

Article 2 of the Uniform Commercial Code, a set of laws governing the sale of goods that has been adopted by 49 states, including New Hampshire, provides that a party can freely assign its rights and obligations to another unless such assignment would materially change the duties of the other party, burden the other party, or decrease the other party’s chances of receiving performance under the contract.

If your vendor eliminates the assignment clause and no agreement on the topic is provided in the contract, your vendor will be free to transfer its obligations to another person or company without giving you notice or obtaining your approval.

Parties do have the ability, however, to mutually decide against the free assignability of a contract and this is often accomplished through an assignment clause. An assignment clause spells out which, if any, of a party’s obligations and rights under a contract are able to be assigned, or transferred, to another party. Free assignability and no assignability are not the only options, and you and your vendor can negotiate terms for assignment that are amenable to both of you.

For example, some clauses allow for assignment with the other party’s consent, meaning, the vendor would have to obtain your approval of the assignee prior to assigning any of its rights or obligations under the contract. Other times, assignment clauses allow for free assignment only to certain persons or entities, such as the vendor’s subsidiaries and affiliates, provided that the vendor gives you notice of such permitted assignment. Another option is to allow for assignment by the vendor provided that it guaranties the assignee’s performance.

Consider potential situations in which the vendor may want to assign the contract and determine whether it’s important to you to have control over assignment in each instance.

Consider discussing situations in which it may be important for the vendor to have freedom of assignment and, instead of removing the provision all together, specify those situations in which assignment is permitted, list those rights or obligations that are assignable, and consider whether, when assignment is permitted, notice, consent or a guaranty will be required.

Published in the Union Leader (2/25/2019)

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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european assignment clause

The European Association of Private International Law

CJEU Significantly Weakens Jurisdiction Clauses in Case of Assignment

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By a judgment of 18 November 2020 in the case Ryanair v DelayFix , the CJEU has ruled that an assignee is not bound to a jurisdiction clause in the contract from which the assigned claim arose. While the ruling concerned the compensation claim of a passenger for a cancelled flight, it is cast in very general terms. It will therefore have far-reaching repercussions for all other cases of assignment of individual claims.

DelayFix, formerly Passenger Right, is a collection agency for the defence of air passenger rights. It started legal proceedings against Ryanair in Warsaw on the basis of compensation rights assigned to it by a Polish passenger after a cancelled flight. Ryanair contested the Warsaw court’s jurisdiction, relying on a choice-of-forum clause in its general terms and conditions in favour of Irish courts.

In the course of the proceedings, the Regional Court Warsaw submitted to the CJEU the question whether the jurisdiction clause is binding under Art 25 of the Brussels I bis Regulation or whether it is invalid under the Unfair Terms Directive .

Legal Issues

The CJEU split the question in two different issues: (1) Is the collection agency bound by the jurisdiction clause contained in the airline’s standard terms under the Brussels I bis Regulation? (2) Is the jurisdiction clause in the airline’s standard terms unfair within the meaning of the Unfair Terms Directive?

Third-party Effects of Jurisdiction Clauses

With regard to the first question, the CJEU issued a resounding “NO”. It stated at para 46 that

a jurisdiction clause incorporated in the contract of carriage between a passenger and that airline cannot, in principle, be enforced by the latter against a collection agency to which the passenger has assigned the claim .

An exception would exist only where the collection agency is the successor to all the initial contracting party’s rights and obligations (para 47). A case in point is the take-over of a contract, which is however not to be confounded with an ordinary assignment. The CJEU left it for the referring court to determine whether this exception applied in the present case.

The holding was to some extent predictable from earlier case law, see in particular the CJEU judgment in CDC Hydrogen Peroxide or in Refcomp . In these cases, the CJEU had stressed the relative effect of jurisdiction clauses and the freedom to agree on the competent court. The court had ruled that a third party who did not agree to the jurisdiction clause was bound to the latter only if it had succeeded to the original contracting party’s rights and obligations.

Nevertheless, the CJEU case law had identified several situations in which a third party is bound as a legal successor to a jurisdiction clause to which it had not agreed. It was ruled that such a binding effect would exist where a jurisdiction clause is included in the articles of association of a company (see the CJEU judgment in Powell Duffryn ), in the prospectus of a bond (see the CJEU judgment in Profit Investment ) or in a bill of lading (see e.g. the CJEU judgments in Russ and Coreck ).

The literature had assumed that a legal succession would also exist in the event of an assignment and that the jurisdiction clause would therefore also extend to an assignee of a claim (see e.g. Magnus in Magnus and Mankowski (eds) ECPIL Art. 25 Brussels Ibis Regulation para 161; Stadler in Musielak and Voit (eds) ZPO Art. 25 Brussels Ibis Regulation para 4a). The CJEU now takes the opposite position: The assignee of a claim is not bound to a jurisdiction clause in the contract from which or in the context of which the claim arises.

Negative Effects for Agreements on the Jurisdiction of EU Member State Courts

The ramifications of this ruling are significant . For the first time, the CJEU has held that an assignee is not bound by a choice-of-forum agreement between the assignor and the debtor. As a result, the binding effect of jurisdiction clauses will be weakened. It suffices for a creditor to assign a claim to avoid an unpleasant jurisdiction clause in a contract. This behaviour cannot be excluded by a contractual prohibition of assignment because the latter is not always allowed. The ruling thus opens up manifold possibilities to circumvent jurisdiction agreements.

In this context, it must be remembered that the CJEU judgment covers only agreements on the jurisdiction of a Member State court. Jurisdiction agreements in favour of courts of third countries, such as the UK or Switzerland, will be governed by national law, which often considers the assignee to be bound. Arbitration clauses, which are considered binding on the assignee under most national laws, will also remain untouched. In sum, the CJEU has done a great disservice to EU Member State courts. It has given an incentive to choose third state courts and arbitral tribunals in their stead.

Unfairness of Jurisdiction Clauses

With regard to the second question, the CJEU referred to the national court to assess whether the jurisdiction clause in favour of Irish courts was unfair to the Polish passenger. This is understandable given that the Directive needs national transposition and national courts are competent apply the transposing legislation.

There are nevertheless two important takeaways from the CJEU’s judgment with regard to the assessment of unfairness.

First, the Court of Justice did not consider DelayFix – a business enterprise – as being precluded from invoking the unfairness of the clause under the Unfair Terms Directive, although the latter only covers contracts with consumers. The CJEU stresses that the scope of the Directive does not depend on the identity of the parties to the dispute but on the capacity of the parties to the agreement (para 53). Hence the validity of the clause must also be assessed in a subsequent proceeding between two businesses.

Second, the CJEU did not see the consumer protection provisions of the Brussels Ibis Regulation as an obstacle to a finding that the clause were unfair. One could have considered the protection under the Unfair Terms Directive superfluous given that the consumer is anyway protected by the jurisdiction of the courts at its domicile under Art 17 et seq. of the Brussels Ibis Regulation. That is however not the position of the CJEU. Instead, it asks the national court to assess the invalidity of the jurisdiction clause in an abstract manner, independently of the Brussels Ibis Regulation.

As a result, the Unfair Terms Directive may potentially apply to jurisdiction clause in a business-to-business relation. The protection afforded by the CJEU to the assignee seems unwarranted in light of the purpose of unfair terms control, which is targeted to consumers. The second part of the ruling will further weaken the binding force of jurisdiction clauses in B2B relations.

4 comments on “ CJEU Significantly Weakens Jurisdiction Clauses in Case of Assignment ”

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Dear Matthias,

Thanks for the post drawing attention to this recent decision.

I would say, regarding the choice of court clause, that the Court simply takes up the former case law, which after CDC accepts that an assignee, being a third party to the contract, may be bound by it either because she accepts it or because she succeeds the assignor, in accordance with national substantive law (see paras 46, 47). Now, the question would be, which national substantive law are we talking about? I would have said, the one applicable to the assignment contract (how it should be determined would be a separate issue, considering the Rome I Regulation does not apply to choice of court agreements). The Court has a different answer, which comes a little bit ‘out of the blue’ in point 63 and in the dispositive: ‘under the legislation of the Member State whose courts are designated in that clause, that collection agency is the successor to all the initial contracting party’s rights and obligations’. Article 25 Brussels Ibis Regulation definitely does not impose the application of such law to this issue, but just to the validity of the clause.

Regarding the unfairness of the clause, it is my understanding that the consumer’s section could not apply due to the nature of the contract – it is excluded by article 17 (3) JR for transportation contract – this exception should be given up de lege ferenda.

Finally, the ECJ’s decision is not easy to reconcile with article 31 (2) JR which refers ) the assessment of the validity of the clause to the designated court (Ireland). It appears (para 50) that the ECJ leaves the decision with the derogated court (Poland).

Overall, it would be good that the Court takes the issue up again at the next occasion.

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Dear Burkhard,

Many thanks for your reaction. You raise an interesting point: Which law applies to the question whether a a whole contract or just an individual claim has been assigned? I agree that this issue is far from clear and not resolved by the reference to the law of the chosen court under Art. 25 Brussels Ibis. I also agree that the application of this law by the CJEU comes ‘out of the blue’.

I still think that the main takeaway of the decision is not the solution of a conflict-of-laws issue. Rather, the CJEU creates an autonomous rule of EU law according to which an assignee is not bound by a jurisdiction clause in the original contract. The role of national law is reduced to determining whether the assignment concerns the whole contract or merely an individual claim. Once that decision is made, it will be EU law and not national law that will decide whether the third party is bound or not.

You are right to point to the exception of Art. 17(3) Brussels Ibis. What worries me is that the CJEU did not even explore the applicability of the consumer protection rules. It simply disregards the roles of the parties to the present proceedings and focuses on the contractual clauses as such. This is another stark contrast to its treatment of the assignment.

In my mind, Art. 31(2) Brussels Ibis was not applied because the chosen Irish court had not been seised. Maybe Ryanair could have avoided the Warsaw proceeding including the preliminary reference by bringing an action for a negative declaration in Ireland. Whether such an action is admissible under Irish law is another matter.

I agree that we have to hope for the next ruling on the issue.

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Dear Professor Lehmann, I do not see with disfavour the ECJ’s much-awaited ruling on the third-party effects of choice of court agreements.

Although its reasoning is not entirely crystal-clear (in particular, on the point of the applicable law as to the succession of the rights and obligations, as pointed out above by Professor Hess), the Court’s ruling on the non-automatic transmissibility of choice of court agreement upon the assignee is, in my view, the only way of taking the autonomy of choice of court agreements as enshrined under Article 25(5) of the Brussels I-bis Regulation seriously.

If we follow the autonomy principle also the in context of the effectiveness of choice of court agreements vis-à-vis third parties (as the Court seems to do, although it does not mention it), an assignment of the claim deriving from the main contract cannot automatically entail the assignment of the choice of court agreement therein included. Rather, the transfer of the choice of court agreement could occur only if, pursuant to the law applicable to the choice of court clause itself, this specific agreement is the object of an assignment.

The added value of this judgment to the current status of the art is, in my view, twofold: (i) it brings about clarity as to the relevance of the autonomy principle also for the transferability of choice of court agreements; (ii) it suggests that the law applicable to the choice of court agreement for the purposes of the succession within the choice of forum clause’s rights and obligations is to be determined based on the lex fori prorogati.

Lastly, as to your concern that such ruling will induce parties to refer their dispute to arbitration rather than EU Member courts, I want to point out that in Italy the predominant approach as to arbitration agreements is that the assignee of claims does not automatically enter into the arbitration agreement contained in the contract from which the assigned claims arise. Such approach has also been followed for the assignment of contracts (for your reference, Cass. S.U. 17.12.1998 No 12616, subsequently confirmed by Cass. 22.12.2005 No 28497), but there has been some recent obiter dicta which go in the other direction. As to choice of court agreements in favour of courts of third states, there is no clear position.

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Dear Ms Benini,

Many thanks for your thoughtful critique of my post. In my view, the autonomy of the jurisdiction clause is no end in itself. This doctrine has a certain purpose, which is to shield the jurisdiction clause from defects of the contract in which it is inserted. It is therefore not suitable to draw any further conclusions from it.

My point was made from a policy rather than an ontological perspective. Is it a good policy to consider the assignee as not bound by a jurisdiction clause? I doubt this very much, as such clauses would quickly lose their binding effect. Also, one would disregard the freedom of the debtor in determining the competent court in the original contract. If the assignee does not like the court chosen, he can simply reject the assignment.

Thank you for your information on the Italian judgments. As for the effect of assignment on arbitral clauses, it is worth mentioning that the Italian position seems to be at odds with those of other major arbitration jurisdictions, such as French or English law. Maybe that is a reason why some Italian authors call for a rethink.

Best wishes,

Matthias Lehmann

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Eriksson Loan to Europe

If the Canucks were to loan Loui Eriksson to a SHL team - would they get any cap relief? How does this differ from a loan to AHL? Are waivers required? Didn't Chicago so something like this with Christobal Huet?

If a player has a European Assignment clause in their contract, they could be assigned to Europe. If they are waiver eligible, they would need to clear waivers first.

If they clear waivers, whether assigned to AHL or Europe, the max Cap Savings is $1.075M (the Buried Cap Relief Amount). Therefore, if Eriksson has a European Assignment Clause in contract, he could go on waivers, clear, & theoretically play in Europe, but the cap savings would only be $1.075M.

When Chicago assigned Huet to Europe in 2010, that was under the old CBA which allowed 100% of Cap Hit to be buried if player was assigned to minors (or Europe). Therefore, if Eriksson has a European Assignment clause, he would need to clear waivers, & Vancouver's Cap hit would be $4.925M ($6M-$1.075M).

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What Being on Waivers Means in Hockey: Explained Simply

If you’re a fan of hockey or a newcomer to the sport, you’ve probably heard the term “waivers” thrown around. But what does it really mean? Being on waivers can be a confusing and complex topic, especially if you’re not familiar with the intricacies of the NHL and its rules. In this article, we’ll break it down for you, simply and clearly, so you can better understand what waivers mean in hockey.

Understanding the concept of waivers is an essential part of comprehending the NHL’s roster management system . In this article, we’ll explain why teams put players on waivers, how the waiver claim process works, and what happens when a player clears or gets claimed off waivers.

So, whether you’re a dedicated fan trying to get a better understanding of the sport or just looking to expand your hockey knowledge, keep reading to learn all about what being on waivers means in hockey.

Understanding the Waiver System in Hockey

As a fan of hockey, it’s essential to understand the waiver system and its implications. When a team puts a player on waivers, it means that the team is offering that player to every other team in the league. This process is regulated by the NHL, and there are specific rules and regulations that all teams must follow.

When a player is placed on waivers, any other team in the league has the opportunity to claim that player. If multiple teams place a claim on the same player, the team with the worst record at that point in the season is given the first opportunity to claim that player. In some cases, a team may not want to risk losing a player and will instead choose to keep them on the roster.

It’s also important to note that placing a player on waivers is not a decision that teams take lightly. There are many factors that go into this decision, including the player’s performance, salary, and overall team strategy. Sometimes, teams may place a player on waivers simply to create roster space or to send a message to the rest of the team.

What are Waivers?

Definition: In hockey, waivers refer to a process by which a team can place a player on the waiver wire, making them available to all other teams in the league for a certain period of time.

Triggering Event: A player can be placed on waivers for a variety of reasons, such as if they are not performing well, if the team needs to clear up cap space, or if they need to make room on the roster for a new player.

Waiver Period: When a player is placed on waivers, all other teams have a certain amount of time to claim them. The waiver period lasts for 24 hours, during which any team can submit a claim on the player.

Priority Order: The order in which teams are allowed to make a claim is determined by their current standings in the league. The team with the worst record gets first priority, followed by the second-worst team, and so on.

Cleared Waivers: If a player goes unclaimed during the waiver period, they are said to have “cleared waivers.” Once a player clears waivers, the team that placed them on waivers can assign them to their minor league affiliate or keep them on their NHL roster.

Claimed Players: If a player is claimed off of waivers, the team that made the claim must take on the player’s existing contract and add them to their NHL roster. The team that placed the player on waivers can no longer recall them without first passing them through waivers again.

The waiver system can be a complex process, and understanding the rules and regulations surrounding it is crucial for all NHL teams. The process of waivers can have a significant impact on a team’s roster, salary cap, and overall success, making it an important aspect of the sport to keep up with.

Why Do Teams Put Players on Waivers?

Putting a player on waivers is a strategic move that teams use to manage their roster and salary cap. Teams may put a player on waivers for several reasons, such as:

Salary cap relief: A team might need to free up salary cap space to sign new players or make a trade. By placing a player on waivers, they can potentially shed the player’s salary if they get claimed by another team.

Performance issues: A player may be struggling on the ice, and a team may need to send them down to the minors to work on their game or to give other players a chance to play.

Contract issues: A team may want to terminate a player’s contract early, and by putting them on waivers, they can potentially get another team to claim the player and take on their remaining contract.

Roster management: A team may need to make room on their roster for a new player and may need to clear a spot by placing another player on waivers.

Developmental purposes: A young player may need more ice time to develop their skills, and a team may want to send them down to the minors to get more playing time.

One of the main reasons why teams put players on waivers is salary cap considerations . Every team in the NHL has a salary cap, which is the maximum amount they can spend on player salaries in a given season. If a team is close to or over the salary cap, they may need to move players with high salaries to the minors to free up cap space.

The salary cap can also affect a team’s decision to claim a player off waivers. If a team claims a player, they are responsible for paying that player’s remaining salary for the season. If the player has a high salary, a team may not want to take on that financial burden and may choose not to claim them.

Additionally, a team may put a player on waivers to try and trade them. By exposing a player to waivers, other teams have the opportunity to claim them and take on their contract. This can sometimes lead to trade negotiations between the claiming team and the team that put the player on waivers.

It’s important to note that putting a player on waivers doesn’t necessarily mean the team wants to get rid of them. Sometimes, a team may need to make roster moves or adjust their salary cap situation, and putting a player on waivers is just part of that process.

Overall, salary cap considerations play a significant role in why teams put players on waivers and how other teams approach the waiver wire.

Clearing a Roster Spot

Another reason why teams put players on waivers is to clear a roster spot for another player. NHL teams have a maximum of 23 players allowed on their active roster, and often, teams will have more players than that. By placing a player on waivers, the team can remove that player from the active roster, opening up a spot for another player.

Clearing a roster spot can also be a way for a team to make room for a player who is returning from an injury or suspension. By putting a player on waivers, the team can assign them to their AHL affiliate or keep them on their NHL roster as a healthy scratch without taking up a valuable roster spot.

It’s worth noting that a player who is put on waivers for the purpose of clearing a roster spot may not be claimed by another team. If the player clears waivers, they will be assigned to their team’s AHL affiliate or remain on their NHL roster as a healthy scratch.

In some cases, a team may choose to trade or waive a player in order to make room for a new addition to their roster, such as a free agent signing or a trade acquisition.

Player Performance and Injuries

Performance: Sometimes, a player might not be performing up to the expectations of the team or coach. In such cases, the team may choose to put the player on waivers to send a message that they need to improve their performance.

Injuries: If a player gets injured and needs to be placed on long-term injured reserve (LTIR), the team may need to clear a roster spot to make room for a replacement player. Putting the injured player on waivers allows the team to free up a roster spot without losing the player.

Roster Limits: NHL teams can only have a maximum of 23 players on their active roster, and if they have too many players, they need to make a roster move. Putting a player on waivers is a way to free up a spot and get down to the 23-player limit.

How Does the Waiver Claim Process Work?

When a player is placed on waivers, any team can claim them within a 24-hour period. If more than one team claims the player, the team with the lowest current ranking in the NHL gets priority.

If a player goes unclaimed, they can be assigned to the American Hockey League (AHL) by the team that placed them on waivers. However, if the player is subject to re-entry waivers, they must clear waivers again before being called back up to the NHL.

When a team claims a player, they assume the player’s contract, including their salary and any remaining years. This can be problematic if the player has a high salary or a long-term contract. Teams may be hesitant to claim a player for this reason.

Once a team claims a player, they must immediately make room on their roster. If a team has a full roster, they must either trade or release a player to make room for the new addition.

If a player goes unclaimed and is assigned to the AHL, their NHL team may still be responsible for part of their salary, depending on the terms of the player’s contract. This is known as a “buried” contract.

The waiver claim process can be a complicated and strategic decision for NHL teams. It requires careful consideration of a player’s performance, contract, and the team’s overall needs and capabilities.

Priority Order

When a player is placed on waivers, other NHL teams have a chance to claim that player. The priority order for waiver claims is based on the team’s standings from the previous season. The team with the worst record has the highest priority and the team with the best record has the lowest priority.

However, the priority order is not fixed and can change throughout the season based on the current standings. For example, if a team that had a high priority order at the beginning of the season starts winning, their priority order will decrease as they move up in the standings.

If multiple teams make a claim on the same player, the team with the highest priority order will be awarded the player. If a team claims a player off waivers, they must pay the player’s full salary and take on their remaining contract.

It’s also important to note that if a team claims a player off waivers, they must keep the player on their NHL roster for a certain period of time before they can assign them to the minors or put them on waivers again. This period of time is dependent on the number of NHL games the player has played and the number of days that have passed since the player was claimed.

Conditional Waivers

Conditional waivers are a type of waiver that is used when a team wants to send a player down to the minor leagues, but that player is not eligible for regular waivers.

Conditional waivers are used when a player has a no-trade clause in his contract. This clause gives the player the right to refuse any trade that the team might propose.

Conditional waivers are also used when a player has been claimed on waivers in the past 30 days. If a team wants to send that player down to the minor leagues, they must first put him on conditional waivers.

During the conditional waiver process, all 31 teams in the NHL have the opportunity to claim the player. However, the team that the player is assigned to is based on a priority order similar to the regular waiver process.

If no team claims the player during the conditional waiver process, the player can be sent down to the minor leagues without being subject to regular waivers.

Can a Player Refuse to Go on Waivers?

Yes, under certain conditions, a player can refuse to go on waivers. The most common situation is when a player has a no-trade clause in their contract. A no-trade clause gives the player the power to reject any attempt to trade or move them to another team, including being put on waivers. If a player has a no-trade clause, they must agree to be placed on waivers.

Another scenario where a player may refuse to go on waivers is if they have been placed on waivers multiple times in a season. If a player is put on waivers and is not claimed by any team, they can be sent to the team’s minor league affiliate. However, if the team wants to recall the player and put them on waivers again, the player can refuse to be placed on waivers and remain with their current team.

It is also worth noting that if a player refuses to go on waivers, it may affect their future with the team. Refusing to go on waivers could be seen as a violation of their contract and may lead to disciplinary action or even termination of their contract.

In some cases, a team may choose to waive a player with the understanding that they will not be claimed by any team. This is known as unconditional waivers . If a player is placed on unconditional waivers and is not claimed by any team, they become a free agent and can sign with any team that offers them a contract.

In conclusion, while a player may have the ability to refuse to go on waivers under certain circumstances, it is important to remember that waivers are an essential part of the NHL’s roster management system, and a player’s refusal to go on waivers could have significant consequences for their future with their team.

No Movement Clauses

No Movement Clauses (NMCs) are stipulations in a player’s contract that prohibit the team from trading or sending the player to the minors without the player’s permission. Players with NMCs have the right to refuse waivers, which means they cannot be placed on waivers by the team without their consent.

If a player with an NMC is placed on waivers and claimed by another team, the player has the right to veto the claim and remain with their current team. However, if the player clears waivers, they can be assigned to the minors or traded without their consent.

It’s important to note that not all contracts contain NMCs. Players without NMCs can be placed on waivers and claimed by another team without their permission, and they cannot veto the claim.

Veteran Exemptions

When it comes to players with veteran status, there are certain exemptions that can affect whether they go on waivers or not. If a player meets the criteria for a veteran exemption, they can be exempt from waivers, meaning they can be sent to the minors without being claimed by another team.

In order to be eligible for a veteran exemption, a player must meet certain criteria, such as having played in a certain number of NHL games or having a certain number of years of professional experience.

The purpose of veteran exemptions is to give teams more flexibility in managing their rosters and developing young players without losing experienced veterans to waiver claims.

It’s important for teams to be aware of the rules regarding veteran exemptions and to carefully consider the impact of sending a veteran player to the minors, as it could have implications for team morale and future waiver eligibility.

European Assignment Clause

The European Assignment Clause is a provision included in some player contracts that allows teams to send players to play in European leagues without the player having to clear waivers. This clause is typically used for players who are struggling in the NHL and could benefit from more playing time and development overseas.

To trigger the European Assignment Clause, the team must first place the player on waivers. If no team claims the player, the team can then assign the player to a team in Europe without the player’s consent. If the player refuses to report to Europe, they can be suspended without pay.

Players with the European Assignment Clause in their contract are still paid their NHL salary while playing in Europe, but their contract does not count against the team’s salary cap. This allows teams to create more cap space and potentially make additional roster moves.

The European Assignment Clause is most commonly used for young players who are still developing their skills and need more ice time to improve. However, it can also be used for veteran players who are struggling to find a place in the NHL and may benefit from a change of scenery.

What Happens if a Player Clears Waivers?

When a player clears waivers, it means that no team has claimed him, and he remains with his current team.

Clearing waivers is not necessarily a bad thing for the player, as he may be given more opportunities to play and improve his skills with his current team.

If a player is assigned to the minors, he must clear waivers before he can be sent down. If he clears waivers, he can be sent to the minors without being claimed by another team.

If a player on a two-way contract clears waivers, he can be assigned to the minors without any risk of being claimed by another team.

Reassignment to Minor League Affiliate

After a player clears waivers, the team has the option to send the player to their minor league affiliate. This reassignment can occur regardless of whether the player has a no-movement clause or veteran exemption . The player must report to the minor league team, but they will still receive their NHL salary.

If the player refuses to report to the minor league affiliate, the team can suspend the player without pay. However, if the player is suspended, their salary will not count towards the team’s salary cap.

If the player is sent down to the minors and then recalled later in the season, they will have to go through waivers again before returning to the NHL. This is known as “recalls waivers.”

If the player is not claimed on waivers during the season, they can be sent to the minors during the offseason without having to clear waivers again.

What Happens if a Player Gets Claimed?

Claiming team takes on player’s contract: If a player is claimed off waivers, the claiming team takes on the player’s contract, including the remaining salary and years left on the deal.

Waiver priority determines claiming team: The team with the highest waiver priority is awarded the claim. If multiple teams submit a claim, the team with the highest priority is awarded the player.

Player has no choice: Once a player is claimed, they have no choice but to join the new team. They cannot refuse the claim.

Teams have limited time to claim: A player on waivers can only be claimed within a 24-hour period. After that time has elapsed, the player either clears waivers and can be assigned to the minor leagues, or the team can pull them back off waivers.

Player can be traded after claim: A player can be traded immediately after being claimed off waivers, as long as they have not already used their no-trade clause.

Claiming Team Assumes Player’s Contract

When a player is claimed off waivers, the claiming team assumes the player’s contract, including all terms and conditions. This means that the new team must pay the player’s remaining salary, adhere to any no-trade or no-movement clauses, and follow any other terms outlined in the contract. The claiming team also gains control over the player’s rights for the duration of the contract.

It’s important to note that if a player clears waivers and becomes a free agent, any team can sign him to a new contract, and the terms of his old contract are no longer applicable.

The claiming team must also make room on its roster for the new player. If a team claims a player but does not have room on its roster, it must make a corresponding move, such as sending a player down to the minors or releasing a player from the roster.

Player Reports to New Team

Once a player is claimed off waivers, the new team assumes the player’s contract and the player is now a member of the new team.

Typically, the claiming team will arrange for the player to report to them immediately or as soon as possible.

The player is then required to report to the new team and join their roster.

If the player refuses to report to the new team, they may face consequences such as fines or suspension.

However, if the player has a no-trade clause or a modified no-trade clause in their contract, they may have the ability to veto the claim and remain with their current team.

Frequently Asked Questions

What does it mean for a player to be placed on waivers.

When a player is placed on waivers, it means that the team is giving other teams in the league an opportunity to claim that player. If the player goes unclaimed, he can be sent to the minor league affiliate or remain with the team as a healthy scratch.

How long do players stay on waivers?

Players usually stay on waivers for 24 hours. During this period, other teams have the chance to claim the player and assume his contract. If no team claims the player, he clears waivers and can be sent to the minor leagues or remain with the team.

Can teams withdraw players from waivers?

Yes, a team can withdraw a player from waivers before the 24-hour period expires. However, once the waiver period is over, the player is either claimed by another team or clears waivers.

What are the reasons for placing a player on waivers?

Teams place players on waivers for various reasons, including to make room on the roster, to send a message to a player, or because of salary cap issues. It can also be a way for a team to gauge the interest in a player around the league.

Can a player be placed on waivers more than once?

Yes, a player can be placed on waivers more than once. If a player clears waivers and is sent to the minors but is later recalled by the NHL team, he can be placed on waivers again if necessary.

Do all players have to clear waivers?

No, not all players have to clear waivers. Players who are exempt from waivers include those on entry-level contracts, players who have played less than a certain number of NHL games, and players who have a no-movement clause in their contract.

Assignment of claims

The European Commission proposes to harmonise conflict of laws rules on the third-party effects of assignment of claims

When claims are assigned across borders, it's not always easy for investors, credit providers and other market participants to know which national law applies to determine who owns the assigned claims. Different national rules about the third-party (or ownership) effects of assignments of claims complicate the use of claims as collateral and make it difficult for investors to price the risk of debt investments.

Removing legal uncertainties about the ownership of claims after they have been assigned on a cross-border basis is important for the assignor and the assignee of the claims. However, it is also essential for market participants who are not party to the assignment but who interact with any of the parties and need certainty about who has legal title over the assigned claims.

Commission initiatives

The  Action plan on building a capital markets union , adopted by the Commission in September 2015, envisaged targeted action on securities ownership rules and third-party effects of assignments of claims.

In order to consult all interested parties, in February 2017 the Commission published an  inception impact assessment  providing an overview of the problems to be addressed and the possible solutions.

In April 2017, the Commission launched a public consultation ( consultation on conflict of laws rules for third party effects of transactions in securities and claims ) and established an Expert group on conflict of laws regarding securities and claims. The members of the Expert group assisted the Commission by providing specialist advice on private international law and financial markets as a sound basis for policymaking.

On 12 March 2018, the Commission proposed the adoption of common conflict of laws rules on the third-party effects of assignments of claims . The proposal provides that, as a rule, the law of the country where the assignor has its habitual residence will govern the third-party effects of the assignment of claims. As an exception, the law of the assigned claim will govern the third-party effects of the assignment of specific claims. By introducing legal certainty, the new rules will promote cross-border investment, enhance access to credit and contribute to market integration. The proposal, which deals with the law applicable to the ownership questions of assignments of claims, complements the rules in the Rome I Regulation , which deal with the law applicable to the contractual questions of assignments of claims.

Previous work in relation to claims

The question of the third-party effects of assignments of claims was raised when the  Rome Convention  was being transformed into the Rome I Regulation ( Regulation (EC) No 593/2008 ). The Rome I Regulation did not address the issue, but required the Commission to prepare a report on the matter. To that effect, the Commission asked the British Institute of International and Comparative Law (BIICL) to carry out a study and the Commission presented its report in September 2016

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  Non-assignment clauses and the transfer of rights to arbitrate

Non-assignment clauses and the transfer of rights to arbitrate

There is no presumption in English law that transfers of rights by operation of law are exempt from contractual clauses prohibiting the assignment of rights. The important recent case of Dassault Aviation SA v Mitsui Sumitomo Insurance Co Ltd [2022] EWHC 3287 (Comm) established that the relevant distinction is whether the transfer of rights is truly voluntary or involuntary.

A transfer that is given effect by operation of law may be the culmination of a series of purely voluntary acts within the control of the assignor. In such cases, the transfer may have the “ taint of voluntariness ” and may be caught by a non-assignment clause and invalidated. For those reasons, the Commercial Court held that Mitsui Insurance Co (Mitsui) had not acquired the right to bring an arbitration claim under a contract between its insured Mitsui Butsan Aerospace (MBA) and Dassault Aviation (Dassault).

Dassault contracted to manufacture two aircraft for MBA (the Sale Contract) for onward supply by MBA to the Japanese Coast Guard. The Sale Contract was governed by English law and contained an ICC arbitration clause in which London was the seat of arbitration. It also contained confidentiality provisions and a clause prohibiting the assignment or transfer of any right or interest under the contract “ in whole or in part by any Party to any third party, for any reason whatsoever ” without prior written consent (the ‘Non-Assignment Clause’). Two years into the contract, MBA became concerned about delays in manufacture and obtained insurance from Mitsui against its potential liability to the Japanese Coast Guard. The insurance policy was governed by the Japanese Insurance Law (JLA). Article 25 of the JLA provides that, once it has indemnified a loss, an insurer is subrogated “ by operation of law ” to the insured’s recovery claim against any third party. The JLA permits parties to contract out of Article 25, but MBA’s policy with Mitsui in fact contained a clause which had the same effect as Article 25, by providing for the transfer of claims to Mitsui following payment of any loss.

Dassault delivered the aircraft late and Mitsui indemnified MBA under the insurance policy. Mitsui then commenced ICC arbitration proceedings against Dassault on the basis that MBA’s rights under the Sale Contract had been transferred to the insurer. The ICC panel made a partial award that, because the transfer to Mitsui occurred by operation of law, it was not invalidated by the Non-Assignment Clause so that accordingly the panel had jurisdiction to hear the claim. Dassault applied to the English Commercial Court to set aside the award.

The court’s decision

The court’s task was to construe the Non-Assignment Clause and apply it to the disputed transfer of rights to Mitsui. The court accepted that Article 25 of the JLA worked by transferring rights to an insurer by operation of law. By contrast, subrogation under English insurance law requires the claim to be brought in the insured’s name and is not thought to involve any transfer of rights (although there is a lack of certainty about the correct analysis, as the court acknowledged here).

The court began by rejecting Mitsui’s primary argument that there is a rule of English law that transfers of rights ‘by operation of law’ escape contractual prohibitions on assignment. The court found no such broad principle in the case law: the test does not focus on the immediate cause or legal mechanism of the disputed transfer, but rather whether it was truly voluntary or non-voluntary, in the sense of occurring contrary to the will of the transferring party and truly outside their voluntary control. Here, MBA chose to enter into the insurance policy, chose not to contract out of Article 25 of the JLA and chose to claim an indemnity from Mitsui.

The court then construed the Non-Assignment Clause by reference to the words used, the factual matrix and commercial purpose of the Sales Contract, and commercial common sense. The court found that the clear broad words of the clause supported a preliminary conclusion that it applied to the transfer to Mitsui.  The court accepted Mitsui’s argument that the fact that the Non-Assignment Clause might not prohibit a subrogated claim by an English insurer (because it would not involve a transfer of rights), was part of the relevant factual matrix.  However, the court found that there were reasons why contracting parties might treat subrogation differently and that a general prohibition on transfers of contractual rights to insurers would fit with the commercial purpose of the Non-Assignment Clause.  The court concluded that no element of factual matrix/commercial purpose or public policy displaced the initial interpretation based on the words of the Non-Assignment Clause and held that it applied to invalidate the transfer of the right to arbitrate to Mitsui. Accordingly, the court set aside the ICC award on the grounds that the ICC did not have jurisdiction to hear Mitsui’s claim.

This decision will be of obvious interest to insurers and their advisers. Insurers’ rights to pursue recovery claims under their insureds’ contracts with third parties may no longer escape non-assignment clauses simply on the basis that insurers acquire those rights ‘by operation of law’ once they have indemnified the insured. Each case will turn on the specific words of the policy and the non-assignment clause in the underlying contract. The courts may now regard the more important factor as being the insured’s decision to enter into the policy and claim an indemnity, which may colour the transfer to insurers as ‘voluntary’ and potentially bring it within a non-assignment clause. The focus will then shift to the legal basis of the insurers’ right to bring a claim.

For insurers writing policies under systems of law where their title to bring a claim is acquired by means of a transfer of the insured’s rights (as with Japanese law in this case and in contrast to the English law of subrogation), those transfers may be caught by non-assignment clauses and invalidated. Indeed, the judgment leaves open the possibility that English law subrogation claims may one day be caught by non-assignment clauses if the classification problems with subrogation law are resolved in favour of an analysis of transfer of rights. Insurers are therefore now likely to insist that non-assignment clauses in the English law contracts which they insure have express carve-outs permitting transfers of rights to insurers.

The court acknowledged the dispute raised complex issues and that the decision had been reached “ with an unusual degree of hesitation ”. It will be interesting to see how the case law on this important issue develops.

This analysis was co-authored by Jeremy Collins and first published on Lexis®PSL on 21 February 2023 and can be found here (subscription required). 

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The contractual prohibition on assignment in Ukraine and other legislations in Central and Eastern Europe – a call for coherence

Profile image of Dimitar Stoyanov

This paper examines the effect of a contractual prohibition on assignment in the light of a future integration of the Ukraine into the European Union and the Single European Market. The approach adopted by the Ukrainian legislator to allow parties to exclude the assignment of receivables is being compared to the provisions of other national legislations in Central and Eastern Europe. A brief comparative overview reveals the need to provide a harmonized approach to the anti-assignment clause. The paper proposes the adoption of the provisions of the Draft Common Frame of Reference with regard to the contractual prohibition on assignment due to its balanced legal approach.

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DISPLAY SETTING

Betting odds, calculators, fantasy hockey tools, western conference, eastern conference, interactive features, philip broberg #86, edmonton oilers, left defense, cap hit: $863,333, estimated career earnings : $1,371,520, summary ▴ ▾.

Philip Broberg's salary is $832,500 and his cap hit is $863,333 for the 2023-24 season. He is a 22 year old defense who was born on Jun. 25, 2001. He was drafted 8th overall by the Edmonton Oilers in the 1st round of the 2019 entry draft. He has signed 1 contract worth a total value of $5,325,000. Over a career that spans 3 seasons (with at least 1 NHL GP), he has a total 11 Pts in 79 GP, and 0 playoffs Pts in 10 GP. He will be a RFA at the end of the 2023-24 season when he is 23 years old.

CURRENT CONTRACT

Entry-level contract.

Philip Broberg signed a 3 year, $5,325,000 contract with the Edmonton Oilers on Jul. 4, 2019. The contract has a cap hit of $863,333.

SALARY PROGRESSION

Career stats.

IMAGES

  1. Assignment Of Contract Sample

    european assignment clause

  2. European Certificate of Succession

    european assignment clause

  3. Prokhorkin assigned to Ontario; hockey ops clarifies European

    european assignment clause

  4. PPT

    european assignment clause

  5. Contract Assignment Agreement

    european assignment clause

  6. Lukas Bengtsson's "European Assignment Clause" doesn't mean NHL or bust

    european assignment clause

VIDEO

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  4. Assignment Clauses

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COMMENTS

  1. Vitali Kravtsov and the European Assignment Clause option

    European Assignment Clause If it does, Kravtsov has the option to trigger the European Assignment Clause that was added to his contract. The clause can be triggered at any time during the season and will result in Kravtsov returning to the KHL to the team that owns his KHL rights, Traktor Chelyabinsk.

  2. Prokhorkin assigned to Ontario; hockey ops clarifies European

    Prokhorkin assigned to Ontario; hockey ops clarifies European assignment clause By LA Kings Insider September 28, 2019 729 Comments This Article Adam Pantozzi/NHLI Saturday was a scheduled off-day for LA Kings players and much of the team's staff after they wrapped up a 4-2-1 preseason with a 3-2 win at Vegas Friday night.

  3. Assignments in the United States Do Not Always Pass Muster in Europe

    In Europe, an assignment of a patent application must be in writing and "shall require the signature of the parties to the contract." (Emphasis added.)

  4. Assignment

    Assignment clauses are included in all manner of commercial contracts to clarify or vary the position which would otherwise be implied by law. The general principle is that in equity, the benefit of an agreement may be freely assigned to a third party without the consent of the other party or parties. The burden of an agreement cannot be assigned: a transfer of obligations requires a novation ...

  5. Lukas Bengtsson's "European Assignment Clause" doesn't mean ...

    The great website General Fanager (citing themselves) reports that Bengtsson has a " European Assignment Clause" in his two year NHL entry level contract. Meaning if the Pens want to send him to...

  6. The Government restricts bans on assignment

    On December 27, 2023, the European Union's new Anti-Coercion Instrument (Regulation 2023/2675) (the 'ACI') came into force. It aims to protect the European Union (the EU), and its Member States, from economic coercion by third countries. ... Case review: non-assignment clauses and transferring the right to arbitrate by operation of law ...

  7. Stuff You Might Need to Know: What Assignments Do Broad Anti-Assignment

    The first is that a clause only prohibiting an assignment of "the contract," without more, does not prohibit the assignment of rights arising from that contract; instead it only prohibits the delegation or assignment of a party's obligations. [4] Thus, depending on the continued performance required by a target under a contract and ...

  8. The contractual prohibition of assignment

    - The European Legal Forum, [3/2002] p.135. 276 A detailed examination of recent development in Dutch civil law doctrine and latest case law on the pactum de non cedendo can be found in: Daphne Wichard, Contractual non-assignment clauses with regard to claims.

  9. New Interpretation of Non-Assignment Clauses Relevant for

    A non-assignment clause which prohibits a party from assigning its rights (eg "the Seller shall not assign its rights") will, if breached, generally result in a breach of contract but will not affect the assignee's rights. The rights subjected to the clause are still transferred.

  10. Assignment of Claims

    The purpose of this Chapter is to set out principles and rules which are designed to facilitate the assignment of claims, whether individually or in bulk, whilst at the same time ensuring that the debtor's rights are not prejudiced by the assignment.

  11. Assignment Clause: Meaning & Samples (2022)

    Assignment clauses are legally binding provisions in contracts that give a party the chance to engage in a transfer of ownership or assign their contractual obligations and rights to a different contracting party. In other words, an assignment clause can reassign contracts to another party.

  12. LeBrun: How Nikita Soshnikov forced his way back to the NHL

    Nikita Soshnikov, in many ways, forced his way back into the NHL thanks to his European Assignment Clause but what's clear from listening to Lou Lamoriello is that the 24-year-old Russian winger ...

  13. Proprietary Rights & Assignments: Proposed New EU Conflict ...

    European Union, United Kingdom March 20 2018. On 12 March 2018, the European Commission published a proposal for a new EU regulation on the law applicable to the third-party effects of assignment ...

  14. United States: When Is An "Assignment" Clause Worth Fighting For?

    A. First, it's important to understand the purpose of the assignment clause. "Assignment" occurs when a party transfers its rights and obligations under a contract to another party. Generally, unless the parties have agreed otherwise, each can assign its rights and obligations freely. Article 2 of the Uniform Commercial Code, a set of ...

  15. Stricter Rules for Patent Assignments in Europe

    In a change of approach, the Legal Division of the EPO has decided that this practice is inconsistent with Article 72 EPC, which states that " [a]n assignment of a European patent application shall be made in writing and shall require the signature of the parties to the contract".

  16. CJEU Significantly Weakens Jurisdiction Clauses in Case of Assignment

    CJEU Significantly Weakens Jurisdiction Clauses in Case of Assignment. By a judgment of 18 November 2020 in the case Ryanair v DelayFix, the CJEU has ruled that an assignee is not bound to a jurisdiction clause in the contract from which the assigned claim arose. While the ruling concerned the compensation claim of a passenger for a cancelled ...

  17. Eriksson Loan to Europe

    If a player has a European Assignment clause in their contract, they could be assigned to Europe. If they are waiver eligible, they would need to clear waivers first. If they clear waivers, whether assigned to AHL or Europe, the max Cap Savings is $1.075M (the Buried Cap Relief Amount).

  18. The Contractual Prohibition on Assignment in Ukraine and Other ...

    The approach adopted by the Ukrainian legislator to allow parties to exclude the assignment of receivables is being compared to the provisions of other national legislations in Central and Eastern Europe. A brief comparative overview reveals the need to provide a harmonized approach to the anti-assignment clause.

  19. What Being on Waivers Means in Hockey: Explained Simply

    Published: March 19, 2023 Spread the love If you're a fan of hockey or a newcomer to the sport, you've probably heard the term "waivers" thrown around. But what does it really mean? Being on waivers can be a confusing and complex topic, especially if you're not familiar with the intricacies of the NHL and its rules.

  20. Assignment of claims

    … Strategy and policy Policies Justice and fundamental rights Civil justice Civil and commercial law Assignment of claims Assignment of claims The European Commission proposes to harmonise conflict of laws rules on the third-party effects of assignment of claims Overview

  21. Non-assignment clauses and the transfer of rights to arbitrate

    There is no presumption in English law that transfers of rights by operation of law are exempt from contractual clauses prohibiting the assignment of rights. The important recent case of Dassault Aviation SA v Mitsui Sumitomo Insurance Co Ltd [2022] EWHC 3287 (Comm) established that the relevant distinction is whether the transfer of rights is truly voluntary or involuntary.

  22. The contractual prohibition on assignment in Ukraine and other

    Scholars agree that the assignment carried out in breach of an anti-assignment clause is nevertheless valid5. However, the Romanian legislator has provided three statutory exceptions where the effect of a pactum de non cedendo is completely overridden. Firstly, the debtor cannot deny paying the assignee where or she has consented to the transfer.

  23. Philip Broberg Contract, Cap Hit, Salary and Stats

    CLAUSE DETAILS: Broberg's European Assignment clause applies to year 1 and 2 of his Entry Level contract (years in which the player is CHL eligible). CLAUSE SOURCE: CapFriendly. This contract includes a European Assignment Clause. SALARY PROGRESSION. CAREER STATS. Stats powered by Elite Prospects · Advanced stats powered by Evolving-Hockey ...