The default rules
Absent restriction, contractual rights (like the right to be paid) are generally assignable without the other party's consent; obligations are not — transferring the burden requires novation, a three-way agreement replacing one party with another. Subcontracting sits alongside: performance is delegated but the original party remains fully liable. Most commercial contracts override these defaults with an assignment clause — which is why the clause, not the default, is what you're really negotiating.
What the clause should say
- Mutual consent requirements — "not to be unreasonably withheld or delayed" keeps a consent requirement from becoming a veto
- Permitted transfers — to group companies, and on a sale of the business as a going concern: without this carve-out, a no-assignment clause hands every counterparty a hold-up right over your exit
- Change of control — a share sale transfers nothing on paper (the company remains the party), so counterparties who care about who stands behind the contract need an express change-of-control clause; conversely, watch for such clauses giving others termination rights when you raise investment or sell
- Subcontracting controls — consent for identified critical elements, liability remaining with the main contractor, and flow-down of key obligations (see subcontractor agreements)
- Security carve-outs — lenders expect to take security over receivables; a blanket prohibition can obstruct invoice finance
Where it bites in real life
Selling a business: the asset sale stalls while dozens of counterparties are asked for consent, each spotting the leverage. Insolvency: the liquidator can't assign key contracts to a buyer, destroying the rescue value. Invoice discounting: the funder discovers your biggest customer's terms ban assignment of receivables. Each of these is a five-minute drafting fix, years earlier, at the moment nobody thought the clause mattered.
How our fees work
You get a fixed quote in writing before any work starts — no hourly-rate surprises and no meter running while you think. If the scope changes, the quote is revised in writing before we continue. In contentious business, a solicitor may not calculate fees or other charges as a percentage or proportion of any award or settlement. How contract solicitor fees work in Ireland →