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4.4-22
Assignment
New March 1, 2009
An
assignment is a transfer of rights and/or obligations under a contract to a
third party. The party transferring rights and/or obligations is called the
assignor, and the third party receiving the rights and/or assuming the
obligations is called the assignee.
In this
case, the defendant <name> claims that (he/she/it) is not liable to
the plaintiff <name> for any breach of the <identify contract>
because the defendant assigned all of (his/her/its) obligations arising from
the contract to <assignee>. As a general rule, a party to a contract
may not unilaterally assign or transfer that party’s obligations under the
contract and thereby avoid responsibility for any failure on the part of the
assignee to fulfill the terms of the contract.
However, a
party to a contract may properly assign such obligations if the other party
to the contract consents to the assignment. In such a case, the assignor no
longer has any liability for nonperformance of the contract that occurred
after the assignment. Unless the contract specifies otherwise, consent may
be given orally or in writing. Also, unless the contract expressly or
impliedly prohibits assignments, consent may be inferred from the lack of a
timely objection by the plaintiff after the plaintiff received notice of the
proposed assignment.
In order
for the defendant to prevail on this special defense, (he/she/it) must prove
to you, by a preponderance of the evidence, that:
(1)
(He/She/It) assigned (his/her/its) obligations under the contract to <assignee>;
(2) <Assignee>
agreed to assume such obligations; and
(3) The
plaintiff consented to the assignment.
Authority
Rossetti v. New Britain, 163
Conn. 283, 290-291 (1972); Mall v. LaBow, 33 Conn. App. 359, 362
(1993); 6 Am. Jur. 2d, Assignments § 9, 11 (1963).
Notes
This
instruction applies in cases where the defendant has alleged the assignment
of all contractual obligations as a special defense. In the case of a
partial assignment of fewer than all obligations under the contract,
then the instruction should be modified accordingly. It is possible that
the special defense will be material only to those breach of contract claims
based on obligations that have been proved to be assigned and be
inapplicable to other claims of breach of contract.
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