Assignment clause

In an asset purchase, the contracts a business relies on — its lease, supplier deals, franchise agreement, major customer contracts — are part of what the buyer is paying for. If those contracts cannot be assigned without the other side’s consent, the buyer may not actually receive everything they think they bought until every counterparty signs off.

What a typical clause requires

• Written consent from the counterparty before the contract can be assigned to a new owner
• Notice requirements, and sometimes a right for the counterparty to terminate instead of consenting
• In some contracts, an exception allowing assignment to an affiliate or on a sale of substantially all assets without separate consent

The mistake people actually make

Waiting until just before closing to start requesting consents. A landlord, a major customer or a key supplier can slow-walk a consent request, or use it as leverage to renegotiate their own terms as the price of saying yes. Consent requests belong on the deal timeline from the moment the deal is signed, not the week before closing when there is no time left to negotiate around a refusal.

The Quebec difference

Quebec’s Civil Code codifies the assignment of a contract as its own defined mechanism (cession de contrat) requiring the other contracting party’s consent, while common law provinces instead work from each contract’s own assignment wording plus case law distinguishing assignable rights from delegable duties.