Commentary

41.5 Effect of a no-assignment clause

BOILERPLATE AND COMMERCIAL CLAUSES vol 4(3)
| Commentary

41.5 Effect of a no-assignment clause

| Commentary

41.5 Effect of a no-assignment clause

The effect of a no-assignment clause (which forbids assignment of a contractual clause except with the prior consent of a party (which cannot be unreasonably withheld)) is that there can be no valid assignment:

  1. (a)

        until written consent has been given;

  2. (b)

        a court has made a declaration that the consent has been unnecessarily refused1; or

  3. (c)

        the parties have subsequently agreed to vary their contract so to permit an assignment.

A distinction can be made between commercial assignments and lease assignments, where an assignment of a lease may still be valid despite prohibition and

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