The assignment of a contract occurs when one party to the contract (the assignor) transfers its rights and responsibilities under the contract to another person or entity (the assignee)—usually someone who was not a party to the original contract.
Contracts often include a paragraph or clause near the end of the agreement that addresses whether the parties may assign the contract.
In Massachusetts, the assignment of a contract is generally permissible unless the contract includes a clause that explicitly prohibits it. The right to assign a contract is a legal principle that allows an assignor to transfer their rights and obligations under the contract to an assignee. However, certain contracts by their nature cannot be assigned, such as personal service contracts or contracts where the assignment would significantly change the obligor's duty or risk. Additionally, if a contract requires the other party's consent for assignment, then the assignor must obtain that consent before making the assignment. It's important to review the specific terms of the contract to understand any restrictions or requirements regarding assignment. Furthermore, the assignee typically assumes all rights and responsibilities under the contract from the assignor, but the assignor may remain liable to the original party if the assignee fails to perform the contractual obligations, unless there is a novation which is an agreement to replace the original party with a new one, absolving the original party of liability.