Generally, when a title is transferred from one person to another, there must be an actual or constructive delivery of thing or paper title. There should be an express intention to transfer the title. Transfer of a property without intention will not amount to a valid assignment.[i] The title transferred should be accepted actually, or impliedly.[ii] Therefore, by transfer of a title right of one person over a property is assigned to another person.
For assigning a right over a contract an assignor need not physically transfer the asset or paper title. To assign a right the assignor need only show an intention, expressly or impliedly, to pass a title and dominion over the property.
However, an assignment will be effective only if there is actual delivery of the property. The delivery of title should confer a complete and present right on the transferee. The assignee should possess complete right over the property assigned. The power to collect and revoke should be completely transferred to an assignee.[iii]
An assignment agreement to assign liability only in the future is not a valid condition for an assignment. An assignor can only assign a present right to an assignee. However, a present assignment can be combined with a promise to provide future evidence of the transfer. There can be no assignment if a transfer does not take place until the assignee acts further as mentioned in the assignment.[iv]
Generally, an assignee is awarded rights when an assignor transfers a property right or claim to an assignee. Regarding indebtedness a person can deliver a written obligation which can be considered as a valid assignment. In such cases, there is no writing or indorsement needed to evidence the assignment.
An equitable assignment made can be understood from the language and intention of the assignment. The assignor should possess no right over the transferred property.[v]
[i] Ebert v. Black Max Downhole Tools (In re Gibraltar Resources), 211 B.R. 216 (Bankr. N.D. Tex. 1997)
[ii] Marandola v. Marandola Mech., Inc., 2004 R.I. Super. LEXIS 115 (R.I. Super. Ct. 2004)
[iii] Ford v. Garner, 15 Ind. 298 (Ind. 1860)
[iv] Restat 2d of Contracts, § 330
[v] In re Knowlton’s Will, 208 Misc. 454 (N.Y. Sur. Ct. 1955)