Use of Particular Words or Form

To constitute an assignment, no particular words are necessary.[i] In order to make a valid assignment, it is not necessary to use the word “assign” or “assignment”.  Therefore, if a party fails to use these words, it will not prohibit him/her from making a valid assignment.  For example, in New York, the use of the word “assign” is not essential to effect a valid assignment.  Instead, any act or words which show an intention of transferring the chose in action to the assignee is sufficient.[ii]

There is no need to use magical words in order to accomplish an assignment.[iii] The test is whether the purported assignor intended to transfer a present interest in the subject matter of the contract.[iv] Thus, in order to constitute a valid assignment, no particular form of words is necessary.  An assignment need not utilize any particular phraseology or form.[v] Any words that show an intention of transferring or appropriating the chose in action to the assignee for a valuable consideration can constitute a valid assignment.[vi]

Similarly, in the absence of a statutory provision prescribing the mode of assignment, there is no need for a particular mode or form in order to effectuate a valid assignment of property, claims, or debts so as to defeat garnishment proceedings by a creditor of the assignor.[vii] An assignment can be in the form of an agreement if the intent of the parties is clearly established.[viii]

In Morris v. George C. Banning, Inc., 77 N.E.2d 372 (Ohio Ct. App., Franklin County 1947), the court observed that no particular form is required to constitute an equitable assignment.  Only words or transactions which show an intention to assign and receive by the parties are needed.  Similarly, a written instrument is not required if there is a verbal declaration that manifests the intention to part with the ownership of the chose.[ix]

[i] Northwest Nat’l Bank v. Merrill Lynch, Pierce, Fenner & Smith, Inc., 25 Ark. App. 279 (Ark. Ct. App. 1988)

[ii] International Telecomms. Exch. Corp. v. MCI Telecomms. Corp., 892 F. Supp. 1520 (N.D. Ga. 1995)

[iii] Birmingham News Co. v. Chamblee & Harris, 617 So. 2d 689 (Ala. Civ. App. 1993)

[iv] Moncrief v. Donohoe, 892 So. 2d 379 (Ala. Civ. App. 2003)

[v] A. BORNSTEIN, LTD. v. G. H. SANDERS, INC., 1979 U.S. Dist. LEXIS 10520 (S.D.N.Y. Aug. 8, 1979)

[vi] Hogan v. Dalziel, 40 Ill. App. 2d 19 (Ill. App. Ct. 2d Dist. 1963),

[vii] LSF Franchise REO I, LLC. v. Emporia Rests., Inc., 283 Kan. 13 (Kan. 2007)

[viii] Idaho Apple Growers’ Ass’n v. Brown, 51 Idaho 540 (Idaho 1932)

[ix] Blount v. Farmers’ Bank of Greenville, 297 F. 277 (D.N.C. 1924)

Inside Use of Particular Words or Form