An assignment of an interest is the transfer of some identifiable property, claim, or right from the assignor to the assignee.[i] The assignment operates to transfer to the assignee all of the rights, title, or interest of the assignor in the thing assigned.[ii]
A transfer of all rights, title, and interests conveys everything that the assignor owned in the thing assigned and the assignee stands in the shoes of the assignor.[iii] In Roberts v. Total Health Care, 349 Md. 499 (Md. 1998), the court held that the effect of an assignment is to transfer all interests in the property from the assignor to the assignee.
A valid assignment of a debt or contract conveys the entire interest of the assignor to the assignee and thereafter the assignor has no interest therein.[iv] However, an assignment does not confer upon the assignee any greater right or interest than that possessed by the assignor.[v]
In Strosberg v. Brauvin Realty Servs., 295 Ill. App. 3d 17 (Ill. App. Ct. 1st Dist. 1998), the court held that an assignment of a right is an expression of the assignor’s intention to transfer it by virtue of which the assignor’s right to performance by the obligor is extinguished and the assignee acquires a right to such performance.
An assignment occurs when there is either a written or oral transfer of some identifiable interest from the assignor to the assignee.[vi] Oral assignments are valid, unless prohibited by statute.[vii]
The parties must intend to effectuate an assignment at the time of the transfer, although no particular language or procedure is necessary.[viii] In National Reserve Co. v. Metropolitan Trust Co., 17 Cal. 2d 827 (Cal. 1941), the court held that in determining what rights or interests pass under an assignment, the intention of the parties as manifested in the instrument is controlling.
The intent of the parties to an assignment is a question of fact to be derived not only from the instrument executed by the parties but also from the surrounding circumstances.[ix] When there is no writing to evidence the intention to transfer some identifiable property, claim, or right, it is necessary to scrutinize the surrounding circumstances and parties’ acts to ascertain their intentions.[x]
The general rule applicable to assignments of choses in action is that an assignment, unless there is a contract to the contrary, carries with it all securities held by the assignor as collateral to the claim and all rights incidental thereto and vests in the assignee the equitable title to such collateral securities and incidental rights.[xi]
An unqualified assignment of a contract or chose in action, however, with no indication of the intent of the parties, vests in the assignee the assigned contract or chose and all rights and remedies incidental thereto.[xii]
In Strosberg v. Brauvin Realty Servs., 295 Ill. App. 3d 17 (Ill. App. Ct. 1st Dist. 1998), the court held that the assignee of a party to a subordination agreement is entitled to the benefits and is subject to the burdens of the agreement. In Florida E. C. R. Co. v. Eno, 99 Fla. 887 (Fla. 1930), the court held that the mere assignment of all sums due in and of itself creates no different or other liability of the owner to the assignee than that which existed from the owner to the assignor.
Assignments are transfers that place a new party as the focus of legal relations with respect to the thing assigned. Thus, subject to certain limitations, tort claims are assignable. Similarly, rights attached to a contract including the right to sue for breach of contract is assignable.[xiii]
Even though an assignment vests in the assignee all rights, remedies, and contingent benefits which are incidental to the thing assigned, those which are personal to the assignor and for his sole benefit are not assigned.[xiv]
[i] Bishop v. Brookfield, 99 Ill. App. 3d 483 (Ill. App. Ct. 1st Dist. 1981)
[ii] Newcombe v. Sundara, 274 Ill. App. 3d 590 (Ill. App. Ct. 1st Dist. 1995)
[iii] Knott v. McDonald’s Corp., 985 F. Supp. 1222 (N.D. Cal. 1997)
[iv] EB, Inc. v. Allen, 722 So. 2d 555 (Miss. 1998)
[vi] Strosberg v. Brauvin Realty Servs., 295 Ill. App. 3d 17 (Ill. App. Ct. 1st Dist. 1998)
[viii] Young v. Chicago Federal Sav. & Loan Ass’n, 180 Ill. App. 3d 280 (Ill. App. Ct. 1st Dist. 1989)
[x] Strosberg v. Brauvin Realty Servs., 295 Ill. App. 3d 17 (Ill. App. Ct. 1st Dist. 1998)
[xi] McGowan v. Wells’ Trustee, 184 Ky. 772 (Ky. 1919)
[xii] National Reserve Co. v. Metropolitan Trust Co., 17 Cal. 2d 827 (Cal. 1941)
[xiii] Essex v. Ryan, 446 N.E.2d 368 (Ind. Ct. App. 1983)
[xiv] Rasp v. Hidden Valley Lake, Inc., 519 N.E.2d 153, 158 (Ind. Ct. App. 1988)