Assignee meaning

This Checklist is illustrative rather than comprehensive and will not anticipate every scenario in every deal. It sets out the principal actions and issues to review when representing a landlord in relation to a tenant’s request for a licence to assign. It proceeds on the basis that the tenant holds a rack rent lease of commercial premises. Undertaking for costs If the lease or the Heads of Terms place the landlord’s consideration costs on the tenant, seek an undertaking from the tenant’s solicitors covering the landlord’s legal and surveyor fees (plus VAT and disbursements), regardless of whether the assignment proceeds and irrespective of whether consent is given. Ensure your estimate is adequate, or expressly retain the right to uplift the sum if the case becomes unusually complex or drawn out. Assess whether the undertaking should also include any superior landlord’s charges, where relevant. Does the lease permit assignment? Review the lease’s alienation clauses to confirm whether assignment is allowed and, if so, the conditions attached. Where...

Checklist and timeline This concise checklist and timeline is prepared on the footing that proceedings are brought under sections 238 and/or 239 of the Insolvency Act 1986 (IA 1986) by an administrator or liquidator, and not by any assignee of the claim. Step/action: Review the events leading to the company’s insolvency and the factors underpinning the claim(s) against the respondent(s) (typically the recipients of the relevant payments/transactions). This involves securing the company’s books and records, accounting data/statements and bank statements, and interviewing directors, former directors, and any person with knowledge of the promotion, formation, business dealings, affairs or property of the company. Note that if the office-holder signals a claim against the respondent(s), they risk losing investigative powers under IA 1986, ss 235–236 in relation to that claim. Time (days): No limit (subject to limitation). Section/rule: IA 1986, ss 234–236, 238, 239; Cloverbay Ltd (joint administrators) v Bank of Credit and Commerce International SA [1991] Ch 90, [1991] 1 All ER 894. ...

This checklist highlights matters a Scottish commercial lease tenant (assignor) in Scotland ought to review. It explains when the landlord’s consent to assignation is needed, whether the landlord must act reasonably in giving that consent, the form and content required for both consent and assignation, and the points both parties and the assignee should weigh up regarding the landlord’s letter of consent to assignation and the assignation legal instrument itself. An assignation passes to the assignee the tenant’s (assignor’s) interest in the lease from an agreed date until the lease comes to an end. It allows the assignee to occupy the premises on the same terms as the assignor; see: Nature of assignation: Stair's Laws of Scotland (Stair Memorial Encyclopaedia) [290]. A style letter of consent to assignation, and a style assignation, are available to view from the Property Standardisation Group (PSG): PSG Leases—Management Documentation. Must the assignation be in writing?...

In this issue: Key developments and horizon scanning Leasing property Environment, energy and buildings Statutory compliance Property development Transferring property Property taxes Property in Scotland Additional property updates this week Daily and weekly news alerts Trackers New Q&As Key developments and horizon scanning Snapshot of key property developments to look out for in 2025 We deliver a concise overview of several significant property developments to watch for in 2025. See News Analysis: Snapshot of key property developments to look out for in 2025. Leasing property Electronic Communications Code and assignment of pre-28 December 2017 licence agreement AP Wireless II (UK) Ltd v ON Tower UK Ltd [2024] UKUT 429 (LC) was an appeal to the Upper Tribunal (Lands Chamber) (the UT) from a First-tier Tribunal (FTT) decision concerning how the Electronic Communications Code (Code) should be interpreted. The central question was whether an assignee of a Code licence...

Quantum of assigned claims not limited to administration shortfall (Manolete Partners Plc v Freed & Others) Manolete Partners Plc v Freed & Others [2024] EWHC 2242 (Ch) What are the practical implications of this case? This ruling provides additional reassurance to office-holders and funders when gauging prospective returns from litigation. It confirms that a claimant—whether the office-holder or an assignee—may pursue recovery of the entire sum diverted from the insolvent company, rather than being confined to the deficit remaining in the estate. The judgment therefore supports assessing claims by reference to the value of the impugned transfers themselves, not merely the administration shortfall. ICC Judge Mullen also affirmed the relevance of Manolete Partners Plc v Hope [2022] EWHC 1801 (Ch) at paragraph 134. There, Zacaroli J declined to conclude that the court lacked jurisdiction to impose the ICC Judge’s Proviso; however, he determined that the “assignee steps into the shoes of the assignor” principle did not warrant a recovery cap where an office-holder had assigned claims to...

In this issue: Transferring property Property management Residential property Environment, energy and buildings Agricultural property Property in Scotland Property taxes Additional property updates this week Daily and weekly news alerts New and updated content Trackers Transferring property The Law Society’s new draft Code for signing and exchanging property contracts 2024 The Law Society is inviting conveyancers to comment on a fresh draft code covering the signing and exchange of property contracts. We review the proposals in detail. Refer to News Analysis: The Law Society’s new draft Code for signing and exchanging property contracts 2024. Consultation on transparency of ownership of land held on trust The Department for Levelling Up, Housing and Communities, the Department for Business and Trade, HM Treasury, and HMRC have opened a consultation aimed at improving transparency around land ownership where trusts are involved. Targeted feedback is sought on options to expand access to trust information held...

What is an assignment An assignment involves passing a right or interest held by one party (the assignor) to another (the assignee), such as transferring an employer’s rights under a building contract to the buyer of the finished works. In this Practice Note, the party required to perform the contractual obligations is called the 'obligor'. A properly effected assignment allows the assignee to require performance of contractual duties—for instance, to request rectification of defects and/or to commence proceedings. This Practice Note explores the various mechanisms available by which parties may implement an assignment within construction documentation (eg construction contracts, appointments and collateral warranties), together with the consequences of doing so. It also clarifies the practical impact of each method for parties seeking to secure or enforce rights effectively...

This Practice Note explores the difference between assignation and subletting of commercial leases in Scotland, the requirement for a landlord’s consent, and the respective remedies available to a landlord and a tenant where the other party breaches its obligations under the lease concerning assignation or subletting. It relates exclusively to commercial leases in Scotland and does not deal with residential or social housing tenancy arrangements. Assignation and subletting Assignation and subletting are two avenues a tenant may use to introduce a new tenant into the lease arrangement. The tenant might opt for these avenues because it no longer needs to occupy the premises (or a portion thereof) yet is not entitled under the lease terms to terminate. This Practice Note considers the contentious issues that can arise when a tenant asks its landlord to approve an assignation or a sublease. The principal difference between assignation and sublease is the degree to which the tenant’s responsibilities under the lease are transferred. As further addressed in this Practice Note: ...

This Practice Note outlines several frequently encountered assignment situations and the principal points to bear in mind when dealing with them, including intra-group transfers, the assignment of debts, and warranties. For insight into the requirements for a valid contractual assignment, see Practice Note: What constitutes a valid assignment of a contract? For practical and commercial factors relevant to assigning contractual rights, see Practice Note: How to assign rights under a contract. Intra-group assignment Companies within a group commonly wish to be able to transfer contractual rights between entities without obtaining consent, as a matter of internal flexibility. This can be particularly relevant where an assignee may later cease to belong to the assignor’s group. In such circumstances, the assignee might be required to assign the rights back to the assignor, or to another member of the assignor’s group, immediately on ceasing to be part of the relevant group. For analysis of issues that may arise in this context, see Practice Note: Common issues in an intra-group reorganisation...

This Agreement is dated [ insert date ] Parties [ insert name ] [ of OR a company incorporated in [ England and Wales ] under number [ insert registered number ] whose registered office is at ] [ insert address ] (Assignor) [ insert name ] [ of OR a company incorporated in [ England and Wales ] under number [ insert registered number ] whose registered office is at ] [ insert address ] (Assignee) Each of the Assignor and the Assignee is a party; together they are the parties. Background The Assignor owns the copyright and database rights in the Database. The Assignee is [ insert description of the Assignee’s background/background to assignment or relevant transaction ]. The Assignor agrees to assign all such copyright and database rights and to migrate the contents of the Database to the Assignee, and the Assignee agrees to accept that assignment and to assist and co‑operate with...

This Agreement is entered into on [ insert date ] Parties [ insert name ] [ of OR a company incorporated in [ England and Wales ] under number [ insert registered number ] whose registered office is at ] [ insert address ] (Assignor); and [ insert name ] [ of OR a company incorporated in [ England and Wales ] under number [ insert registered number ] whose registered office is at ] [ insert address ] (Assignee) Each of the Assignor and the Assignee is a party and, collectively, the Assignor and the Assignee are the parties. BACKGROUND The Assignor holds all Intellectual Property Rights in the Database. The Assignor acts as Controller of the Personal Data contained in the Database and the Data Protection Documentation. The Assignee is [ insert description of the Assignee’s background/background to assignment or relevant transaction ]. The Assignor agrees to assign all Intellectual Property Rights and...

This AGREEMENT bears the date [ insert date ]. Parties [ insert name ] [ of OR a company incorporated in [ England and Wales ] with number [ insert registered number ] and with its registered office at ] [ insert address ] ( Assignor ); [ insert name ] [ of OR a company incorporated in [ England and Wales ] with number [ insert registered number ] and with its registered office at ] [ insert address ] ( Assignee ) (each of the Assignor and the Assignee constitutes a party and, collectively, the Assignor and the Assignee constitute the parties). BACKGROUND (A) The Assignor is the [ owner of OR applicant for ] the Patents as defined herein. (B) The [ Parties have entered into the Main Agreement as defined herein and the ] Assignor has agreed to assign such Patents to the Assignee, and the Assignee has agreed to accept the assignment in accordance...

This Q&A raises the issue of the extent to which a person who takes an assignment of the reversion to a residential lease is able to recover rent which fell due before the date upon which it takes effect Upon serving the tenant with notice of assignment of the reversion, the assignee’s rights depend on when the residential lease was granted: Leases granted before 1 January 1996: under section 141 of the Law of Property Act 1925, the assignee is entitled to rent falling due in the future. In addition, as established in Re King, the assignee may pursue arrears that accrued before the assignment, and once the transfer takes effect, the outgoing landlord’s ability to recover those sums is lost. Leases granted on or after 1 January 1996: the Landlord and Tenant (Covenants) Act 1995 applies. By virtue of LT(C)A 1995, section 3(3)(b), an assignee of the reversion is entitled to rent which becomes payable after the assignment takes effect. In...

Section 1(1)(a) of the Housing Act 1988 (HA 1988) Under this provision in the Act, only an individual can be the tenant of an assured tenancy. Consequently, a company letting cannot qualify as an assured shorthold tenancy (AST). The HA 1988 also specifies categories of tenancy that are excluded from being ASTs, including business tenancies under the Act. As a result, the arrangement will then fall either as a common law tenancy—outside the HA 1988 and subject to ordinary contractual principles—or, where the relevant requirements are satisfied, as a business tenancy...

On dissolution of a company When a company is dissolved, all freehold and leasehold assets, together with rights belonging to, or held on trust for, the company immediately beforehand, are regarded as bona vacantia and pass to the Crown (or to the relevant Duchy). This captures leasehold interests, but excludes property the company holds on trust for someone else. See Practice Note: Bona vacantia and company property. The Crown has no duty to manage, dispose of, or deal with assets that vest in it as bona vacantia in any particular manner...