Jurisdiction(s):
United Kingdom

Anti-assignment clause upheld; CA 2006 s1159 ‘Group’ applied; assignments ineffective but trust arose; assignor joined under CPR 19.2(2)—Alphier Capital v Blyvoor Gold [2024] EWHC 2649 (Ch)

Published on: 25 November 2024

Published by a LexisNexis Commercial expert

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Article summary

Alphier Capital LLP v Blyvoor Gold Capital (Pty) Ltd [2024] EWHC 2649 (Ch)

What are the practical implications of this case?

The High Court’s ruling delivers key takeaways for companies and commercial advisers dealing with transfers of contractual entitlements and duties, especially where no-assignment provisions appear.

Drafting: The decision underscores the need for meticulous wording in assignment provisions and the precedence given to a contract’s exact language. Practitioners should, where appropriate, make a clear distinction between assigning ‘rights’ and the ‘fruits’ of those rights, and ensure terms are precisely defined. Statutory definitions—such as ‘Group’—are likely to be read strictly by the courts. Thompsell J’s application of clause 17.6, barring assignments absent the debtor’s written approval, shows the courts will not sidestep clear terms unless statute or compelling policy expressly allows.
Structuring assignments: When arranging assignments, it is vital to comply expressly with statutory and common law rules for legal and equitable assignments. If those routes fail, a trust may nonetheless arise...

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