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In the Spotlight: The Assignment Clause in an Agreement of Sale

By Melanie J. Scroble
April 26, 2013

No party may assign this agreement.

This sentence appears to the untrained eye to be a simple and clear prohibition of an assignment in an agreement of sale. But, as in any legal document, nothing that appears to be simple and clear is simple or clear. Parties with this very clause in their agreement of sale have been permitted to assign all or a portion of their rights or duties thereunder due to a variety of reasons determined by various courts. One thing is certain: If this is the clause in an agreement of sale, the negotiating attorneys have not sufficiently protected their clients' interests.

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