Legal assignment meaning

How to use this Checklist This Checklist flags common matters that arise when negotiating and drafting agreements to transfer intellectual property rights (IPRs) in a website. Many of the same points are also pertinent to other types of transaction. Key commercial considerations technical and functional requirements defining the relevant IPRs any cross‑licensing arrangements the terms underpinning the transfer of rights rights held by third parties Use the third column to capture observations or remarks as you work through the Checklist. Checklist for the transfer of intellectual property rights in a website &x2610; Verify each party’s legal status and whether any third parties (such as group affiliates) will benefit from the proposed agreement. &x2610; Confirm when the transfer becomes effective and whether it is contingent on any other agreements or events. &x2610; Confirm if the deal is a one‑off assignment of IPRs or if there will be ongoing licensing or support; where continuing...

This Checklist This Checklist highlights key matters to weigh up when preparing and finalising a retention bond for a construction scheme. For additional guidance on retention bonds, see Practice Note: Retention bonds. Parties A party whose registered office is outside England and Wales may need to nominate an address for service within England and Wales. Consider carefully before accepting a surety located beyond the UK and, where relevant, confirm the surety is properly authorised to issue bonds in the UK. Always include company registration numbers to enable future identification of the companies. ...

STOP PRESS The Loan Market Association (LMA) has released refreshed editions of the standard terms and conditions for Par and Distressed Trade Transactions, the complete set of Funded Participation and Risk Participation Agreements, and the Secondary Debt Trading Documentation User Guide, with effect from 17 March 2026. The changes remove LIBOR references, update IBOR rate definitions and the Target2 definition, and revise ERISA representations to incorporate additional exemptions to the prohibited transaction rules under ERISA and the US Internal Revenue Code. The revised documentation is available exclusively to LMA members, accessible via the LMA’s Documentation Hub. These publications are updated versions issued by the LMA. Summary A core principle of trading under the LMA protocol is that ‘Trade is a Trade’; i.e. once a trade is struck—including an oral contract agreed by telephone—it is binding, and subsequent developments, even if adverse to one or both parties, do not entitle either party to cancel or ‘break’ the trade. By way of example, a failure to secure consent for...

During any due diligence for acquiring a lease that is itself an underlease, a purchaser ought to carefully evaluate: whether the superior lease could be forfeited or ended on the operation of a break clause—this may negatively affect the leasehold’s value and the prospects of disposal or funding as well as the ability to sell on or secure finance against it whether the covenants in the superior lease and the underlease align—the purchaser might assume far more burdensome duties because of a requirement to observe strictly in practice the superior lease covenants under the underlease whether the grant of the underlease has, in substance, operated as an assignment of the superior lease In this Checklist, references to the underlease mean simply the lease being acquired, and references to the superior lease mean the lease from which the underlease was granted. Is there any obligation to comply with superior lease covenants?...

During any due diligence on acquiring a leasehold interest in land, it is vital to review whether the tenant may assign, underlet, or charge the premises. Provisions that are too restrictive may: adversely affect the buyer’s ability to dispose of their interest in the property in the future create a burden for day-to-day property management impact the overall value of the property to the buyer This Checklist is directed chiefly at leases granted for a reasonably long term at an annual market rent. For further guidance on: building leases, see Practice Note: Building leases—alienation side-by-side or geared rent leases, see Practice Note: Headlease rent linked to underlease rents long leases granted for a premium at a peppercorn rent where the leasehold interest is virtually equivalent to a freehold interest, see Precedent: Long lease of whole of commercial premises at a premium Assignment Can the tenant assign the lease and is the landlord’s consent...

Antitrust Court of Justice issues judgment in national reference from the Netherlands proposing that parity clauses are not ancillary restrictions for the purposes of EU competition law The Court of Justice has delivered its judgment in Case C- 264/23 Booking,com BV and Booking.com (Deutschland) GmbH v 25hours Hotel Company Berlin GmbH and Others, concerning a Dutch reference seeking clarification on whether wide and narrow parity clauses are ancillary restraints under Article 101(1) TFEU. The reference seeks guidance on their classification within EU competition rules under Article 101(1) of TFEU. Background Booking.com BV runs an online hotel reservation platform. Up to 2015, its agreements contained wide price parity obligations that stopped hotels from advertising cheaper room rates via their own direct channels and any other outlets, including rival online travel agencies (OTAs). Thereafter, Booking.com moved to narrow price parity undertakings, which bar hotels from offering lower prices through their direct sales channels; the Federal Court of Justice of Germany nonetheless held these also restrict competition. Booking.com and other...

In this issue: Key DR developments Claims and remedies Cost and funding Case management Scottish Dispute Resolution New content Dates for your diary Useful information Daily and weekly news alerts Key DR developments Court information HMCTS updates Form N215 certificate of service HM Courts & Tribunals Service (HMCTS) has issued a revised English Form N215 Certificate of Service for civil proceedings, which also brings in a new statement of truth. While the layout has been updated, the details required remain unchanged, with extra notes added to assist with completing the form. For further detail, see: HMCTS updates Form N215 certificate of service—LNB News 27/01/2026 36. Additional permanent courtrooms to boost capacity The government will make four former Nightingale Courts in Fleetwood, Telford, Chichester and Cirencester permanent, creating 11 additional courtrooms across England and Wales to increase capacity for criminal, family and civil work and help cut delays. For further detail, see:...

LLC Eurochem North-West-2 and another company v Societe Generale S.A. and other companies [2025] EWHC 1938 (Comm) This is a highly important decision for practitioners dealing with international sanctions, as the court delivers a detailed examination of how EU sanctions interface with domestic sanctions authorities in such circumstances. It also provides an in-depth consideration of the notions of ‘ownership’ and ‘control’ for the purpose of sanctions, including where trust arrangements feature, which is not unusual when there is a link to a designated individual. The ruling is likewise of real assistance to those working with performance bonds and related trade finance instruments in the sanctions context. The background facts The relevant parties The dispute stemmed from six on-demand bonds (Bonds) issued in 2021 and 2022 by Société Générale (SocGen) and ING Bank (ING) (the Banks) in favour of EuroChem North-West-2 (EuroChem NW2), a Russian entity. The Bonds were issued under contracts between EuroChem NW2 and Tecnimont S.P.A (Tecnimont), an Italian engineering company, and its Russian affiliate...

What is a CVA? A company voluntary arrangement (CVA) is a form of insolvency that permits a company to enter a binding agreement with its creditors to compromise unsecured debts or otherwise agree how its affairs are handled. The directors continue to run the business, under the oversight of an insolvency practitioner. Retailers, particularly those with extensive property portfolios, frequently adopt so‑called ‘landlord CVAs’ to reset rental commitments and shut loss‑making stores. This note outlines how property law and landlord and tenant considerations may emerge under such a CVA. It highlights provisions commonly included in CVAs and explains how they tend to work in practice. Nevertheless, each CVA will vary according to the precise terms proposed. It is therefore vital to examine the CVA proposal carefully to assess its effect on creditors. This note does not provide detailed guidance on the mechanics of approving and implementing a CVA. For Practice Notes addressing the CVA procedure, see: Company voluntary arrangements—an introductory guide The CVA proposal and...

The use of invoice discounting and factoring of receivables as business finance has expanded markedly in the UK over the past 25 years. Introduction to receivables purchase transactions Invoice discounting and factoring fall within receivables purchase arrangements under which a supplier of goods and/or services (often called the seller or the supplier) transfers, typically by way of assignment, debts owed to it by the purchaser of those goods and/or services (commonly referred to as the buyer or the account debtor), usually together with all associated rights. These receivables purchases are frequently completed at a discounted purchase price. That said, receivables can also be acquired for an amount equal to their face value, with the supplier paying the purchaser a purchase fee. For a variety of reasons, suppliers may opt to sell receivables (on a no recourse or limited recourse basis) in preference to borrowing...

This Practice Note highlights the principal points to weigh up when acting for an outgoing tenant and advising on the assignment of a rack rent (occupational) commercial lease. See also Practice Note: Transferring commercial property—a practical guide, together with the Assignment of a rack rent lease (assignor)—checklist. Is the landlord’s consent required to the assignment? Carry out the following checks in sequence, in particular: Carefully scrutinise the lease terms, together with any deeds of variation and, where necessary, any other supplemental documents. If the lease is registered and contains HM Land Registry prescribed clauses, the register will confirm whether or not the lease includes provisions that restrict or prohibit dispositions, as shown by clause LR8 of the lease. Consider whether a restriction has been entered on the title expressly barring assignment without the landlord’s consent. Where relevant, review any superior lease carefully to establish if assignment is constrained—for example, a prohibition on assigning an underlease without consent...

This Agreement is dated [ date ] Parties [ insert name of the pursuer ], a company registered in Scotland (no [ insert company number ]), whose [ registered office OR principal place of business ] is at [ insert address ] (the Pursuer) [ and ] [ ; ] [ insert name of defender ], a company registered in Scotland (no [ insert company number ]), whose [ registered office OR principal place of business ] is at [ insert address ] (the Defender). Each being a Party and, together, the Parties. Whereas (A) [ Insert details of the background to the dispute eg ‘The Parties entered into a contract for the supply of certain goods etc ]. (B) A dispute has emerged between the Parties regarding [ insert details of the dispute ] (the Dispute). (C) [ Proceedings were raised by the Pursuer against the Defender on [ date ] by way of [ Summons OR...

This Agreement is entered into on [ date ] Parties [ Insert name of party ] [ of OR a company incorporated in England and Wales under number [ insert registered number ] with its registered office at ] [ insert address ] (Party 1); and [ Insert name of party ] [ of OR a company incorporated in England and Wales under number [ insert registered number ] with its registered office at ] [ insert address ] (Party 2), each of Party 1 and Party 2 being a party and, together, the parties. BACKGROUND Party 1 supplies [ insert description of goods and/or services ]. Party 2 supplies [ insert description of goods and/or services ]. The parties intend to submit a Bid as a joint tender to the Customer in answer to the Invitation to Tender. The parties seek to state their obligations and manage their rights concerning the Bid and, if the...

Date provision Substitute the date clause in the share purchase agreement (SPA) with the following updated wording to read: This Agreement is delivered on [ insert day and month ] 20[ insert year ] Recitals Recital (B) Remove ‘legal and beneficial’ from Recital (B) entirely. Definitions Revise the following existing definitions set out in clause 1 (Definitions and interpretation) of the relevant precedent SPA (where used in the SPA): Definition of ‘Business’ Replace ‘the City of London’ with ‘[ Edinburgh OR Glasgow OR Aberdeen ]’ instead. Definition of ‘CRTP’ Replace the definition of ‘CRTP’ with the following new definition: CTPRS means Contract (Third Party Rights) (Scotland) Act 2017; Definition of ‘Encumbrance’ Delete ‘assignment’ immediately preceding ‘right of first refusal’, as Scots law uses assignation rather than assignment. Delete ‘legal or equitable’ immediately preceding ‘third party right’, as Scots law does not recognise this separation of ownership...

Section 17 of the Landlord and Tenant (Covenants) Act 1995 (LT(C)A 1995) provides that: (1) This provision applies where a person (“the former tenant”) has, as a consequence of an assignment, ceased to be the tenant under a tenancy, but either: namely that (a) in the context of a new tenancy, has, under an authorised guarantee agreement, guaranteed his assignee’s performance of a tenant covenant of that tenancy under which any fixed charge is payable; or (b) in relation to any tenancy, still remains obliged by that covenant under that tenancy, notwithstanding assignment...

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...