The assignment of a contract requires the consent of the other party.

 

COMMENT

 

1. Agreement between assignor and assignee

 

The first requirement for the assignment of a contract is that the assignor and the assignee agree on the operation.

 

2. Other party’s consent required

 

This agreement does not however suffice to transfer the contract. It is also necessary for the other party to give its consent. 

 

If it were only for the assignment of the rights involved, such a consent would in principle not be needed (see Article 9.1.7). However, the assignment of a contract also involves a transfer of obligations, which cannot be effective without the obligee’s consent (see Article 9.2.3). The assignment of a contract can thus only occur with the other party’s consent.

 

Illustration

 

Office space is let by owner X to company A. The contract expires only six years from the date of the contract. Due to the development of its business, A wants to move to larger premises. Company B would be interested in taking over the lease. The contract can be assigned by an agreement between A and B, but the operation also requires X’s consent.

 

3. Assignor not necessarily discharged of its obligations

 

With the other party’s consent, the assignee becomes bound by the assignor’s obligations under the assigned contract. It does not necessarily follow that the assignor is discharged (see Article 9.3.5).