Arbotration analysis: In its decision of 13 February 2024, the Paris Court of Appeal held that third parties to the arbitration (the US Companies) to whom the rights to arbitral awards had been validly assigned by the Devas Shareholders were entitled to intervene in the appeal brought by India against the exequatur of the awards, even though the provisions of the French Code of Civil Procedure applicable to enforcement and annulment proceedings do not expressly provide for such an intervention. More broadly, this decision confirms that, unless the parties to the arbitration agreement have chosen to limit or exclude the transfer of rights to third parties, third parties who are subrogated to the rights of one of the original parties to the arbitration may intervene in enforcement or annulment proceedings. Written by Yassine Alaoui, associate at Teynier Pic.

Construction analysis: The Outer House of the Scottish Court of Session rejected a consultant’s argument that claims for defects and breach of duty were extinguished because the original party’s interest in a construction contract was transferred to a new party via a Novation Agreement, and the benefits under an underlying appointment were also assigned. Lord Ericht rejected the argument made by the consultant that the rights and obligations under the agreements had vanished, but instead held that they had been transferred.

This flowchart illustrates the process which may be followed where it is intended that the benefit of a construction contract be assigned from

This Practice Note identifies a number of common assignment scenarios and key considerations when involved in such scenarios, such as intra-group assignment, assigning debts and warranties. For guidance on what constitutes a valid assignment of a contract, see Practice Note: What constitutes a valid assignment of a contract? For guidance on the key practical and commercial considerations when assigning contracts, see Practice Note: How to assign rights under a contract. Intra-group assignment Companies within a group will usually want the ability to transfer contractual rights between them without consent. This may arise, in particular, where any assignee may subsequently cease to be a member of the assignor's group. It may be that, in such an instance, the assignee is required to assign the rights back to the assignor or another member of the assignor's group immediately upon ceasing to be a member of the relevant group. For analysis of some of the issues that may arise as a result, see Practice Note: Common issues in an intra-group reorganisation. Assignment of debts A bank, or

Legislative framework This Practice Note considers the assignment of IP rights. It covers the statutory provisions governing the formalities for the legal assignment of patents, trade marks, copyright and designs set out in the Patents Act 1977 (PA 1977), the Trade Marks Act 1994 (TMA 1994), the Copyright, Designs and Patents Act 1988 (CDPA 1988), the Registered Designs Act 1949 (RDA 1949) and Assimilated Regulation (EU) 6/2002, including the partial assignment of such rights. It also considers equitable assignment of IP rights. As well as looking at the common features for the assignment of patents, trade marks, copyright and designs, it examines the special considerations that should be taken into account when assigning each right. It also covers the assignment of future IP rights, and the assignment of comparable trade marks and re-registered designs. It considers how to register (or record) assignments at the UK Intellectual Property Office (IPO) and the consequences of non-registration. It summarises the key terms of an assignment and sets out practical tips for the assignor and assignee to consider. Assignment provisions

Construction analysis: The court refused to grant strike out or summary judgment on the assignment issue because the Claimant/Applicant, Crestline Direct Finance L.P. (Crestline), refused to disclose or clarify an earlier assignment of a performance bond (the Bond). Without that document, the court could not determine what had been transferred to Crestline in May 2024. The validity of the assignment therefore remained in dispute. As to termination, the court held that the construction and effect of clause 8.7 of the building contract between Click Herschel Ltd (Click Herschel) and Mid Holding Co UK Ltd (MHC) (the Building Contract) was not to be decided in the context of the application. For practitioners, the key take away is the importance of establishing a clear assignment strategy at the outset of a project and ensuring it is properly executed and documented. Contracts and security documents must clearly define assignment rights, limits, and potential assignees. Finally, Wilson & Sharp Investments Ltd v Harbour View Developments Ltd remains good law: in an insolvency scenario under a JCT contract no further sums fall due to a contractor until replacement works are completed (preserving employer cash flow). Written by Liam Hendry (senior associate) and Lily Calver (paralegal) at Archor LLP.

IP analysis: This case makes it clear that a right to apply for a patent can only be assigned in writing. His Honour Judge (HHJ) Hacon held that even before a patent application has been filed, the right to apply for a patent in respect of an invention is a 'right' within the meaning of section 30(6)(a) of the Patents Act 1977 (PA 1977) and so the legal interest can only be assigned in writing. However, PA 1977, s 30(6)(a) did not operate to prevent an assignment of the beneficial interest in the right to apply for a patent. In this case, there was an oral agreement to assign the application right which did not meet the formalities of PA 1977, s 30(6)(a), but was nevertheless given in exchange for consideration. The failed assignment caused the equitable interest in the application right to pass to the intended assignee (following Baxter International Inc v Nederlands Produktielaboratorium voor Bloedtransfusiapparatuur BV). Written by Richard Pinckney, partner with the assistance of Will White, a trainee solicitor both at Bristows LLP.

An assignment is 'an immediate transfer of an existing proprietary right, vested or contingent from one party to another'. Assignments can occur by consent or by operation of law.

An assignment by way of security is a type of mortgage. It involves an assignment (ie transfer) of rights by the assignor to the assignee subject to an obligation to reassign those rights back to the assignor upon the discharge of the obligations which have been secured.

This AGREEMENT is made on [date] Parties 1 [insert name of Assignor] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Assignor); and 2 [insert name of Assignee] [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 being a party and together the Assignor and the Assignee are the parties. Background (A) This Agreement is supplemental to the Contract (as defined below). (B) [As part of an internal reorganisation of the Assignor’s group of companies OR As a result of [insert relevant business background to the assignment]], the Assignor intends to transfer and assign all of its rights, title, benefit and interest in and to the Contract to the Assignee, in accordance with the terms of this Agreement. THE PARTIES AGREE: 1 Definitions and interpretation 1.1 In this Agreement: [Assignment Date • means [insert date];] Contract • means an agreement entered into by the Assignor and [insert name of the other party to the contract being assigned] dated [insert date] relating to [describe the nature of the relevant agreement], a copy of which

Construction analysis: The Technology and Construction Court (TCC) refused to an enforce an adjudicator’s decision, made in favour of a contractor against an assignee of the employer. The court found that the adjudicator lacked jurisdiction, because a dispute between the contractor and assignee could not be a dispute ‘under’ the construction contract. Further, the assignee was not liable for the employer’s obligations under the construction contract.

These training materials contain template PowerPoint slides and associated notes for use by a trainer when providing a training session on assignment and novation in construction law, to trainee solicitors or others who are new to construction. Topics covered include: consideration of why assignment and novation are important in construction projects, how assignment and novation may be restricted and how to effect an assignment or a novation. The materials are available in both PowerPoint and Word formats and are fully customisable. Click the link below to download the presentation: Contents • Assignment ◦ What is assignment? ◦ When might you assign